Common use of Where Consent Required Clause in Contracts

Where Consent Required. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract to the extent such Assigned Contract is not assignable under Applicable Law, or the terms of the applicable Assigned Contract provide that it is not assignable without the consent of another Person, unless such consent has been obtained or the assignment is subject to an Assignment Order. (ii) The Vendors shall continue to pay the Disputed Post-Filing Royalties to the Monitor in trust until the earlier of Closing or as otherwise ordered by the Court, to be held by the Monitor, pending final determination by the Court or settlement between Wabush Iron, Wabush Resources and MFC as to MFC’s entitlement if any, to the Disputed Post-Filing Royalties. (iii) The Vendors shall not, without the prior written consent of the Purchaser, agree to any modification of any such Assigned Contracts. If a consent to transferring such Assigned Contracts to the Purchaser (or its Designated Affiliate, as applicable) is not obtained or such assignment is not attainable (collectively, the “Post-Closing Assigned Contracts”), the Vendors and the Purchaser will cooperate and use their respective commercially reasonable efforts to implement a mutually agreeable arrangement pursuant to which the Purchaser (or its Designated Affiliate, as applicable) will obtain the benefits, and assume the liabilities and obligations, related to any such Post-Closing Assigned Contracts in accordance with this Agreement; provided, however, that the Purchaser acknowledges and agrees that (i) nothing in this Section 2.3(5) shall operate to prohibit or diminish in any way the right of a Vendor to dissolve, windup or otherwise cease operations as it may determine in its sole discretion, or require any Vendor to take any illegal action or commit fraud on any Person, (ii) the obligations of the Vendors under this Section 2.3(5) to implement the mutually agreeable arrangements described above shall expire sixty (60) days after Closing,

Where Consent Required. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement Nothing herein shall not constitute an assignment or attempted assignment of any right, privilege, benefit, contract, or other document or instrument which by the terms thereof or by law is non-assignable or which requires the consent of any third party to its assignment. In each such case the Mortgagor shall, unless the Mortgagee otherwise agrees in writing, forthwith attempt to obtain, at the Mortgagee’s request, and obtain, if available, the consent of any necessary third party to its assignment hereby and to its further assignment to any third party who may acquire same as a result of the Mortgagee’s exercise of remedies in case of default and upon such consent being obtained or waived this agreement shall apply thereto without regard to assign this Section 2.4 and without the necessity of any Assigned Contract further assurances to effect the assignment thereof. In any case to which Section 2.4 applies, unless and until consent to assignment is obtained as therein provided, the Mortgagor shall, to the extent such Assigned Contract is not assignable it may do so by law or under Applicable Law, or the terms of the applicable document or interest therein referred to, hold all benefit to be derived therefrom in trust for the Mortgagee as additional security for the Indebtedness but as if Section 3.1 and 4.2 applied, and shall deliver up all such benefit to the Mortgagee forthwith if demanded following Default. Without limiting the effect of the two immediately preceding sections in any case to which they apply now or hereafter, the Mortgagor covenants with the Mortgagee that none of the Assigned Contract provide that it Rights in existence on the date hereof are incapable of assignment to the Mortgagee in accordance with the terms of this Assignment, nor are the same incapable of further assignment by the Mortgagee or any receiver in the course of exercise of remedies in case of Default, nor is not assignable without the consent of another Personany third party required for any such assignment; and the Mortgagor further covenants with the Mortgagee that no Assigned Rights will be hereafter acquired, unless such consent has been obtained or agreed to by the assignment is subject to an Assignment Order. (ii) The Vendors shall continue to pay the Disputed Post-Filing Royalties Mortgagor which are not assignable and assigned to the Monitor Mortgagee in trust until accordance with the earlier terms hereof or which are incapable of Closing or as otherwise ordered further assignment by the CourtMortgagee or any receiver in the course of exercise of remedies in case of Default, to be held by or which require the Monitor, pending final determination by the Court or settlement between Wabush Iron, Wabush Resources and MFC as to MFC’s entitlement if any, to the Disputed Post-Filing Royalties. (iii) The Vendors shall not, without the prior written consent of the Purchaser, agree to any modification of any such Assigned Contracts. If a consent to transferring such Assigned Contracts to the Purchaser (or its Designated Affiliate, as applicable) is not obtained or such assignment is not attainable (collectively, the “Post-Closing Assigned Contracts”), the Vendors and the Purchaser will cooperate and use their respective commercially reasonable efforts to implement a mutually agreeable arrangement pursuant to which the Purchaser (or its Designated Affiliate, as applicable) will obtain the benefits, and assume the liabilities and obligations, related third party to any such Postassignment. The Mortgagee may at any time and whether or not Default has occurred, without further request or agreement by the Mortgagor, re-Closing Assigned Contracts in accordance with this Agreement; provided, however, that assign to the Purchaser acknowledges and agrees that (i) nothing in this Section 2.3(5) shall operate to prohibit Mortgagor or diminish in its successors or assigns any way the right of a Vendor to dissolve, windup or otherwise cease operations as it may determine in its sole discretion, or require any Vendor to take any illegal action or commit fraud on any Person, (ii) the obligations all of the Vendors under this Section 2.3(5Assigned Rights, by an instrument of re-assignment in writing executed by the Mortgagee delivered to the Mortgagor at the address for notices hereunder. Such instrument upon delivery shall constitute a good and sufficient re-assignment of all the Mortgagee’s right, title and interest in and benefit of the Assigned Right or Assigned Rights to which it pertains and a release and termination of obligations (if any) of the Mortgagee with respect thereto. The Mortgagee may but shall not be obligated to implement notify any Other Party of the mutually agreeable arrangements described above re-assignment. If no notice is given, the Mortgagee shall expire sixty (60) days after Closing,provide the Mortgagor on request, at the Mortgagor’s expense, with a notice of re-assignment executed by the Mortgagee. The Mortgagee shall not by such re-assignment give any express or implied representation or warranty to the Mortgagor as to the Assigned Right or Assigned Rights or anything related thereto.