Common use of Certain Consents Clause in Contracts

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permit, franchise, or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law, pass to Purchasers as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers agrees that on and after the Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of Purchasers, in the name of Sellers or otherwise as Purchasers shall specify take all reasonable action (including without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of Sellers under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Purchasers and (ii) to facilitate receipt of the consideration to be received by Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Purchasers. Nothing in this Section shall in any way diminish Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Purchased Assets to Purchasers.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign transfer the rights or obligations under any contract, agreement, Permit, franchise, franchise or claim included in of the Purchased Assets which is Company that are by its their terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers the Company would not, as a matter of law, pass to Purchasers Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers Buyer with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers the Company agrees that on and after the ClosingClosing Date, they it will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of PurchasersBuyer, in the name of Sellers or otherwise as Purchasers shall specify take all reasonable action (including without limitation the appointment of the appropriate Purchasers Buyer as attorney-in-fact for Sellersthe Company) and do or cause to be done all such things as shall in the opinion of Purchasers Buyer or their its counsel be necessary or proper (i) to assure that the rights of Sellers the Company under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Purchasers Buyer and (ii) to facilitate receipt of the consideration to be received by Sellers the Company in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, PurchasersBuyer. Nothing in this Section shall in any way diminish Sellers' obligations the obligation of the Company and Shareholder hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Sellers the Company to convey or assign valid title to all the Purchased Assets to PurchasersBuyer free and clear of any and all Encumbrances other than Permitted Encumbrances.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permitpermit, franchise, or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers PRGUSA would not, as a matter of law, pass to Purchasers Purchaser as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers with Purchaser the full realization and value of every contract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers each of PRGUSA and Purchaser agrees that on and after the Closing, they willsubject to the other terms and conditions of this Agreement and the Subcontractor Agreement, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of Purchasers, in the name of Sellers or otherwise as Purchasers shall specify it will take all commercially reasonable action (including without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (ia) to assure that the rights of Sellers PRGUSA under such contracts, agreements, Permitspermits, franchises franchises, and claims shall be preserved for the benefit of Purchasers Purchaser and (iib) to facilitate receipt of the consideration to be received by Sellers PRGUSA in and under every such contract, agreement, Permitpermit, franchise franchise, and claim, which consideration shall be held for the benefit of, and shall be delivered to, PurchasersPurchaser. Nothing in this Section shall in any way diminish Sellers' or increase PRGUSA's obligations hereunder to obtain all consents and approvals and as elsewhere set forth in this Agreement. Nothing contained in this Section shall require PRGUSA to take all such other actions prior to pay money or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Purchased Assets to Purchasersincur additional liabilities.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contractContract, agreementpermit, Permit, franchise, franchise or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers Seller would not, not as a matter of law, pass to Purchasers Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers agrees that on and Seller after the Closing, they willshall, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of PurchasersBuyer, in the name of Sellers Seller or otherwise as Purchasers Buyer shall specify take all reasonable action (including without limitation the appointment of the appropriate Purchasers Buyer as attorney-in-fact for SellersSeller) and do or cause to be done all such things as shall in the opinion of Purchasers Buyer or their its counsel be necessary or proper (i) to assure that the rights of Sellers Seller under such contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Purchasers Buyer and (ii) to facilitate receipt of the consideration to be received by Sellers Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Purchasers. Buyer, Nothing in this Section shall in any way diminish Sellers' obligations hereunder Seller’s obligation to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Sellers Seller to convey or assign valid title to all the Purchased Assets to PurchasersBuyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permit, franchise, or claim included in the Purchased Transferred Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers Transferor would not, as a matter of law, pass to Purchasers Transferees as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers Transferees with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers Transferor agrees that on and after the Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of PurchasersTransferees, in the name of Sellers Transferor or otherwise as Purchasers Transferees shall specify take all reasonable action (including without limitation the appointment of the appropriate Purchasers Transferee as attorney-in-fact for SellersTransferor) and do or cause to be done all such things as shall in the opinion of Purchasers Transferees or their counsel be necessary or proper (i) to assure that the rights of Sellers Transferor under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Purchasers Transferees and (ii) to facilitate receipt of the consideration to be received by Sellers Transferor in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, PurchasersTransferees. Nothing in this Section shall in any way diminish Sellers' Transferor's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Sellers Transferor to convey or assign valid title to all the Purchased Transferred Assets to PurchasersTransferees.

Certain Consents. Nothing in this Agreement shall be ---------------- construed as an attempt to assign any contractContract, agreementpermit, Permit, franchise, franchise or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers Seller would not, as a matter of law, pass to Purchasers Buyer as an incident of the assignments assignment provided for by this Agreement. In order, however, to provide Purchasers Buyer with the full realization and value of every contractContract, agreement, Permitpermit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers agrees that on and Seller after the ClosingClosing shall, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of Purchasers, Buyer in the name of Sellers Seller or otherwise as Purchasers Buyer shall specify specify, take all reasonable action (including without limitation the appointment of the appropriate Purchasers Buyer as attorney-in-fact for SellersSeller) and do or cause to be done all such things as shall in the opinion of Purchasers Buyer or their its counsel be necessary or proper (i) to assure that the rights of Sellers Seller under such contractsContracts, agreements, Permitspermits, franchises and claims shall be preserved for the benefit of Purchasers Buyer and (ii) to facilitate receipt of the consideration to be received by Sellers Seller in and under every such contractContract, agreement, Permitpermit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, PurchasersBuyer. Nothing in this Section shall in any way diminish Sellers' obligations hereunder Seller's obligation to obtain all consents and approvals and to take all such other actions prior to or at the Closing as are necessary to enable Sellers Seller to convey or assign valid title to all the Purchased Assets to PurchasersBuyer.