Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. Notwithstanding anything to the contrary herein, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything On the Closing Date, Citizens shall cause Seller to assign to Buyer, and Parent shall cause Buyer to assume, the contrary hereinContracts and the Permits which are to be transferred to Buyer as provided in this Agreement by means of the Assumption Agreement. To the extent that the assignment of all or any portion of any Contract or Permit shall require the consent (or result in a breach or violation thereof) of the other party thereto or any other third party, and such consent shall not be obtained prior to Closing, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or such Contract or any claim or right arising thereunder if such assignment or transfer without Permit included in the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedAcquired Assets. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Contract of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and under the direction of Buyer, in the name of Seller will cooperate with or otherwise as Buyer shall specify, take all reasonable actions (including without limitation the appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer's sole cost and expense) and do or cause to be done all such things as shall in any lawful the reasonable opinion of Buyer be necessary (a) to assure that the rights of Seller or its Affiliates under such Contracts shall be preserved for the benefit of Buyer and economically feasible arrangement (b) to provide facilitate receipt of the consideration to be received by Seller or its Affiliates in and under every such Contract. To the extent that Buyer shall does receive the interest benefits of Seller in the benefits under any such Permit or Contract (in which casepursuant to the preceding sentence, for avoidance of doubt, the associated Taxes such Contract shall be Assumed Liabilities), including performance by Seller as agent, provided that a Contract "assigned or transferred to Buyer shall undertake pursuant to pay or satisfy this Agreement" within the corresponding liabilities for the enjoyment meaning of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvalSection 2.3.1(b) hereof. Nothing in this Section 1.5 2.4 shall be deemed a waiver by Buyer in any way diminish the obligations of its right Seller to receive prior to Closing an effective assignment of all of the Assets nor shall obtain consents and approvals under this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Agreement.

Consent of Third Parties. Notwithstanding anything to To the contrary hereinextent that the assignment of all or any portion of any Assigned Contract shall require the consent of the other party thereto or any other Third-Party, this Agreement shall not constitute an agreement to assign or transfer any interest in such Assigned Contract if an attempted assignment without any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely violation thereof. In order, however, to provide the Buyer the full realization and value of every Assigned Contract, each of the Owner and the Seller agree that on and after the Closing it will, and will cause each Vertex Party as appropriate to, at the request and under the direction of the Buyer and at the Buyer's sole cost and expense, in the name of the Seller or otherwise as the Buyer shall specify, take all reasonable actions (including the appointment of the Buyer as attorney-in-fact for the Seller) and do or cause to be done all such things as shall in the reasonable opinion of the Buyer or its counsel be necessary or proper (i) to assure that the rights of Buyer thereunderthe Seller and each applicable Vertex Party under such Assigned Contracts shall be preserved for the benefit of or transferred or issued to the Buyer, (ii) to facilitate receipt of the consideration to be received by the Seller or the applicable Vertex Party in and under every such Assigned Contract, which consideration shall be held for the benefit of, and any shall be delivered to, the Buyer, and (iii) to enforce provisions under such Assigned Contracts restricting or prohibiting use, transfer or assignment shall be made subject to such consent or approval being obtained. In the event disclosure of any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment confidential information relating to the Purchase Price and Seller shall use commercially reasonable efforts to obtain Business or any Acquired Asset against third parties bound by such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvalprovisions. Nothing in this Section 1.5 2.1(e) shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of in any way diminish the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from Owner's and the Assets any assets described Seller's obligations under Section 1.1Sections 5.1(a)(i) and 6.1(h) hereof.

Consent of Third Parties. Notwithstanding anything to the contrary hereincontained in any Transaction Document, to the extent that the assignment of all or any portion of any of the Assigned Contracts shall require the consent of the other party thereto or any third Person (including the Contributor Consents and SST II Required Third Party Consents), or if any Permit is non-assignable or assignable only with the consent of the Governmental Entity issuing the same or any third Person, then in any and all such instances, this Agreement shall not constitute an agreement to assign any such Assigned Contracts or transfer any interest in any Permit or Contract or any claim or right arising thereunder Permits, if such an assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely violation thereof. In order, however, to provide the rights Contributee the full realization and value of Buyer thereundersuch Assigned Contracts and Permits in the event that such consent with respect to such Assigned Contract or Permit shall not have been obtained, and the Contributor shall cooperate with the Contributee in any arrangement reasonably acceptable to the Parties intended to both (a) provide the Contributee with the benefit of any such transfer Contributed Assets and (b) cause the Contributee to bear all costs and Liabilities (including Taxes) of or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit Contributed Assets; provided, that (i) XXX and SS OP Holdings shall not be required to pay any amounts or Contract provide other consideration to any Third Party in obtaining any such consents, and (in which case, ii) for avoidance of doubtso long as Contributor holds any such Assigned Contracts or Permits pursuant to the foregoing, the associated Taxes Contributee shall be Assumed Liabilities)indemnify and hold Contributor and its Affiliates harmless from any Liabilities incurred or asserted as a result of the Contributee’s or such Affiliate’s ownership, including performance by Seller as agent, provided that Buyer shall undertake to pay management or satisfy the corresponding liabilities for the enjoyment operation of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent Assigned Contracts or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Permits.

Consent of Third Parties. Notwithstanding anything to the contrary hereinin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit agreement, contract, lease, Permit, or Contract other arrangement or instrument or any claim or right interest arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a Third Party any required Consent would constitute a Breach breach or violation thereof or affect adversely the material rights of Buyer or Seller thereunder, and any such transfer or assignment to Buyer by Seller of any interest under any such agreement, contract, lease, Permit, arrangement, or instrument that requires any Consent shall be made subject to such consent or approval being obtainedConsent. In the event any such consent or approval Consent is not obtained on or prior to Closing the Closing Date, Seller and Buyer shall occur without any adjustment continue to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval Consent after the ClosingClosing Date until such time as such Consent has been obtained, and Seller will shall cooperate with Buyer in any lawful and economically feasible arrangement (including, without limitation, performance by Seller as agent of Buyer) to provide that Buyer shall receive the interest benefit of Seller in the benefits under any such Permit agreement, contract, lease, Permit, arrangement, or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, instrument provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit interest to the extent Buyer would have been responsible therefor hereunder if such consent or approval Consent had been obtained. Seller shall bear all reasonable costs Without limiting the provisions of seeking any such consent Section 3.1 or approval. Nothing 3.2, nothing in this Section 1.5 2.6 shall be deemed a waiver by Buyer of its right rights to receive prior to have received on or before the Closing an effective assignment and transfer of all of the Assets nor shall this Section 1.5 2.6 be deemed to constitute an agreement to exclude from the Assets any assets of the properties, assets, or rights described under in Section 1.12.1.1.

Consent of Third Parties. Notwithstanding anything to the contrary herein, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)Contract, including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything On the Closing Date, Sellers shall ------------------------ assign to Buyer, and Buyer will assume, the Contracts which are to be transferred to Buyer as and to the contrary hereinextent provided in this Agreement by means of the Assignment and Assumption Agreement referred to in Section 1.7. To the extent that the assignment of all or any portion of any Contract shall require the consent of the other party thereto or any other third party, this Agreement and the Assignment and Assumption Agreement shall not constitute an agreement to assign or transfer any interest such Contract included in the Acquired Assets if an attempted assignment without any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedviolation thereof. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Contract of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Sellers agree that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, they will, at the request and Seller will cooperate with Buyer under the direction of Buyer, in any lawful and economically feasible arrangement to provide that the name of Sellers or otherwise as Buyer shall receive specify, take all reasonable actions (including the interest appointment of Seller Buyer as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the benefits reasonable opinion of Buyer or its counsel be necessary or proper (a) to assure that the rights of Sellers under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes Contracts shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities preserved for the enjoyment benefit of or transferred or issued to Buyer and (b) to facilitate receipt of the consideration to be received by Sellers in and under every such Contract, which consideration shall be held for the benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller of, and shall bear all reasonable costs of seeking any such consent or approvalbe delivered to, Buyer. Nothing in this Section 1.5 1.3 shall be deemed a waiver by Buyer of its right in any way diminish Sellers' obligations hereunder to receive obtain all consents and approvals and to take all such other actions prior to or at Closing an effective assignment as are necessary to enable Sellers to convey or assign good and marketable title free and clear of Liens (other than Permitted Exceptions) to all of the Acquired Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Buyer.

Consent of Third Parties. Notwithstanding anything to the contrary hereinin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit instrument, contract, lease, permit, or Contract other agreement or arrangement or any claim claim, right or right benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a Third Party third party would constitute a Breach breach or violation thereof or affect adversely the rights of Buyer IIS or Seller thereunder, ; and any such transfer or assignment to IIS by Seller that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to Closing the Closing Date, unless the parties hereto shall occur without any adjustment otherwise agree, Seller and the Shareholders shall continue to the Purchase Price and Seller shall use commercially all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval after the Closinghas been obtained, and Seller and Shareholder will cooperate with Buyer IIS in any lawful and economically feasible arrangement to provide that Buyer IIS shall receive the interest interests of Seller in the benefits under any such Permit instrument, contract, lease, or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)permit or other agreement or arrangement, including performance by Seller Seller, as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvaleconomically feasible. Nothing in this Section 1.5 2.11 shall be deemed a waiver by Buyer IIS of its right any rights to receive prior to have received on or before the Closing an effective assignment of all of the Assets Purchased Assets, nor shall this Section 1.5 2.11 be deemed to constitute an agreement to exclude from the Purchased Assets any assets described under Section 1.12.3.

Consent of Third Parties. As of the Effective Time, Seller shall assign to Buyer, and Buyer will assume, the Assigned Contracts to the extent provided in this Agreement, in each case to the extent permitted by, and in accordance with, applicable Law. Schedule 2.5 sets forth a complete list of all Assigned Contracts that require Third Party consent prior to assignment. Notwithstanding anything herein to the contrary hereincontrary, if the assignment or assumption of all or any portion of any rights or obligations under any Assigned Contract shall require the consent of any other party thereto or any other Third Party that has not been obtained prior to the Effective Time, this Agreement shall not constitute an agreement to assign assign, license, sublicense, lease, sublease, convey or otherwise transfer any interest in rights or obligations under any Permit or such Assigned Contract or any claim or right arising thereunder if such an attempted assignment or transfer license, etc. without the any such consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedviolation thereof. In order, however, to seek to provide Buyer the event full realization and value of every Assigned Contract of the character described in the immediately preceding sentence: (i) as soon as practicable after the Closing, Seller shall use its commercially reasonable efforts to obtain any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment remaining necessary consents to the Purchase Price assignment of the Assigned Contracts and Buyer shall cooperate in all reasonable respects; [***]; and (ii) until the earliest of: (A) the date on which all such consents are obtained, or (B) the date on which all such Assigned Contracts expire pursuant to their terms, [***]. In connection with this Section 2.5, if reasonably requested by Buyer, Seller shall use commercially reasonable efforts to obtain any such consent seek to enforce for the benefit of Buyer all reasonable claims or approval after rights of Seller arising under the Closingapplicable Assigned Contracts. Upon assignment to Buyer, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive perform and comply with, at Buyer’s cost, all of Seller’s obligations under the interest of Assigned Contracts as if Buyer were Seller in the benefits under any such Permit or Contract (in which casethereunder, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit subject to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs other applicable terms and conditions of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Agreement.

Consent of Third Parties. Notwithstanding anything On the Closing Date, PEI shall cause Seller to assign to Buyer, and Parent shall cause Buyer to assume, the contrary hereinContracts and the Permits which are to be transferred to Buyer as provided in this Agreement by means of the Assumption Agreement. To the extent that the assignment of all or any portion of any Contract or Permit shall require the consent (or result in a breach or violation thereof) of the other party thereto or any other third party, and such consent shall not be obtained prior to Closing, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or such Contract or any claim or right arising thereunder if such assignment or transfer without Permit included in the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedAcquired Assets. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Contract of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and under the direction of Buyer, in the name of Seller will cooperate with or otherwise as Buyer shall specify, take all reasonable actions (including without limitation the appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer's sole cost and expense) and do or cause to be done all such things as shall in any lawful the reasonable opinion of Buyer be necessary (a) to assure that the rights of Seller or its Affiliates under such Contracts shall be preserved for the benefit of Buyer and economically feasible arrangement (b) to provide facilitate receipt of the consideration to be received by Seller or its Affiliates in and under every such Contract. To the extent that Buyer shall does receive the interest benefits of Seller in the benefits under any such Permit or Contract (in which casepursuant to the preceding sentence, for avoidance of doubt, the associated Taxes such Contract shall be Assumed Liabilities), including performance by Seller as agent, provided that a Contract "assigned or transferred to Buyer shall undertake pursuant to pay or satisfy this Agreement" within the corresponding liabilities for the enjoyment meaning of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvalSection 2.3.1(b) hereof. Nothing in this Section 1.5 2.4 shall be deemed a waiver by Buyer in any way diminish the obligations of its right Seller to receive prior to Closing an effective assignment of all of the Assets nor shall obtain consents and approvals under this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Agreement.

Consent of Third Parties. Notwithstanding anything to the contrary herein, Nothing in this Agreement shall not constitute be construed as an agreement attempt by Seller to assign or transfer to Purchaser pursuant to this Agreement any interest in any Permit or Contract or any Contract, Permit, franchise, claim or right arising thereunder if such assignment asset included in the Assets that is by its terms or transfer by Law non-assignable without the consent of any other party or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunderparties, and any such transfer or assignment shall be made subject to unless such consent or approval being obtainedshall have been given, or as to which all the remedies for the enforcement thereof available to Seller would not by Law pass to Purchaser as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). In To the event extent that any such consent in respect of, or approval is a 8 <PAGE> novation of, a Non-Assignable Contract shall not have been obtained prior to Closing on or before the Closing shall occur without any adjustment to the Purchase Price and Date, Seller shall continue to use commercially reasonable efforts to obtain any such consent or approval novation after the ClosingClosing Date until such time as it shall have been obtained or the requirement to obtain such consent or novation shall have been waived by Purchaser, and Seller will shall cooperate with Buyer Purchaser in any lawful and economically feasible arrangement to provide that Buyer Purchaser shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)Non-Assignable Contract, including performance by Seller as agentagent if economically feasible, provided that Buyer Purchaser shall undertake to pay or satisfy the corresponding liabilities for Liabilities arising after the enjoyment Closing Date under the terms of any such benefit Non-Assignable Contract solely to the extent Buyer that Purchaser would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.SECTION 2.09

Consent of Third Parties. Notwithstanding anything Anything in this Agreement to the contrary hereinnotwithstanding, this Agreement shall not constitute an agreement to assign any of the Contracts or transfer any interest in any Permit or Contract Permits or any claim or right or any benefit arising thereunder or resulting therefrom if such an attempted assignment or transfer thereof, without the consent or approval of a Third Party third Person thereto, would constitute a Breach breach or other contravention thereof or in any way adversely affect adversely the rights of Buyer Purchaser thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially AVE has used reasonable efforts to obtain the consent of the other parties to any such Contract or Permit for the assignment thereof to Purchaser. If such consent or approval after has not been obtained prior to the Closing, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of AVE thereunder so that Purchaser would not in fact receive all such rights, AVE and Seller Purchaser will cooperate with Buyer in any lawful and economically feasible a mutually agreeable arrangement to provide that Buyer shall receive the interest of Seller in under which Purchaser would obtain the benefits under any such Permit or Contract and assume the obligations thereunder (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit but only to the extent Buyer such obligations would have been responsible therefor constituted Assumed Liabilities if such consent assignment occurred at the Closing Date) from and after the Closing Date in accordance with this Agreement, including subcontracting, sublicensing or approval had been obtainedsubleasing to Purchaser, or under which AVE would enforce for the benefit of Purchaser, with Purchaser assuming AVE's obligations to the same extent as if it would have constituted an Assumed Liability and any and all rights of AVE against a third Person thereto. Seller shall bear AVE will pay promptly to Purchaser when received all reasonable costs monies received by AVE after the Closing Date under any of seeking the Contracts or any such consent claim or approvalright or any benefit arising thereunder to the extent that Purchaser would be entitled thereto pursuant hereto. Nothing in The provisions of this Section 1.5 2.7 shall be deemed a waiver by Buyer of its right to receive prior to in no way limit the Closing an effective assignment of all of the Assets nor shall this condition set forth in Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.16.1(b).

Consent of Third Parties. Notwithstanding anything to the contrary herein, and subject to the provisions of this Section 1.5, this Agreement shall not constitute an agreement to assign or transfer any interest in any Governmental Approval, Permit or Assigned Contract (or any claim or right arising thereunder thereunder) if such assignment or transfer without the consent or approval Consent of a Third Party Person that is not a party to this Agreement would constitute a Breach breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval Consent being obtained. In the event any such consent or approval Consent is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price Closing, Buyer and Seller shall continue to use commercially reasonable efforts to obtain any such consent or approval Consent after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement commercially reasonable arrangements to provide that Buyer shall receive the interest of Seller in the benefits under any such Governmental Approval, Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)Assigned Contract, including to the extent commercially reasonable, performance by Seller Seller, as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Once the required Consent is obtained, Seller shall bear all reasonable costs of seeking promptly assign and transfer to Buyer the applicable interest in such Governmental Approval, Permit or Assigned Contract (or any such consent claim or approvalright arising thereunder). Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to the Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything On the Closing Date, Seller shall assign to Buyer, and Buyer shall assume, the contrary hereinAssumed Contracts and the Permits which are to be transferred to Buyer as provided in this Agreement by means of an Assignment and Assumption Agreement. To the extent that the assignment of all or any portion of any Assumed Contract or Permit shall require the consent of the other party thereto or any other third party, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or such Assumed Contract or Permit included in the Purchased Assets if an attempted assignment without any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedviolation thereof. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Assumed Contract and Permit of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and under the direction of Buyer, in the name of Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that or otherwise as Buyer shall receive specify, take all reasonable actions (including without limitation the interest appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer's sole cost and expense) and do or cause to be done all such things as shall in the reasonable opinion of Buyer or its counsel be necessary or proper (a) to assure that the rights of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes Assumed Contracts and Permits shall be Assumed Liabilities), including performance preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller as agentin and under every such Assumed Contract, provided that Buyer which consideration shall undertake to pay or satisfy the corresponding liabilities be held for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller of, and shall bear all reasonable costs of seeking any such consent or approvalbe delivered to, Buyer. Nothing in this Section 1.5 1.4 shall be deemed a waiver by Buyer in any way diminish Seller's obligations hereunder to obtain all consents and approvals and to take all such other actions as are necessary to enable Seller to convey or assign good and marketable title free and clear of its right Liens (other than Permitted Exceptions) to receive prior all the Purchased Assets to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Buyer.

Consent of Third Parties. Notwithstanding anything to the contrary hereincontained in any Transaction Document, to the extent that the assignment of all or any portion of any of the Assigned Contracts shall require the consent of the other party thereto or any third Person (including the Contributor Required Consents), or if any Permit is non-assignable or assignable only with the consent of the Governmental Authority issuing the same or any third Person, then in any and all such instances, this Agreement shall not constitute an agreement to assign any such Assigned Contracts or transfer any interest in any Permit or Contract or any claim or right arising thereunder Permits, if such an assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely violation thereof. In order, however, to provide NewCo with the rights full realization and value of Buyer thereundersuch Assigned Contracts and Permits in the event that such consent with respect to such Assigned Contract or Permit shall not have been obtained, the Company Group shall cooperate with NewCo and the Contributee in any arrangement reasonably acceptable to the Parties, intended to both (a) provide NewCo and the Contributee with the benefit of any such transfer Contributed Assets and (b) cause NewCo and the Contributee to bear all costs and Liabilities (including Taxes) of or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract Contributed Assets; provided, that (in which case, for avoidance of doubt, the associated Taxes i) Contributee and Parent shall not be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake required to pay any amounts or satisfy the corresponding liabilities provide other consideration to any Third Party in obtaining any such consents, and (ii) for the enjoyment of so long as Contributor holds any such benefit Assigned Contracts or Permits pursuant to the extent Buyer would have been responsible therefor if foregoing, NewCo and the Contributee shall indemnify and hold Contributor and its Affiliates harmless from any Liabilities incurred or asserted as a result of the Contributee’s or such consent Affiliate’s ownership, management or approval had been obtained. Seller shall bear all reasonable costs operation of seeking any such consent Assigned Contracts or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Permits.

Consent of Third Parties. Notwithstanding anything to the contrary herein, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party third party would constitute a Breach breach thereof or affect adversely the rights of the Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Closing, Seller shall continue to use commercially its reasonable best efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)Contract, including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities Liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtainedobtained prior to Closing. Seller shall bear pay and discharge, and shall indemnify and hold Buyer harmless from and against, any and all reasonable out-of-pocket costs of seeking any such consent or approvalapproval whether before or after Closing. Nothing in this Section 1.5 2.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Purchased Assets nor shall this Section 1.5 2.5 be deemed to constitute an agreement to exclude from the Purchased Assets any assets items described under Section 1.12.1.

Consent of Third Parties. Notwithstanding anything to To the contrary hereinextent that the assignment of all or any portion of any Assigned Contract shall require the consent of the other party thereto or any other Third-Party, this Agreement shall not constitute an agreement to assign or transfer any interest in such Assigned Contract if an attempted assignment without any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely violation thereof. Seller agrees to take all commercially reasonable actions to secure Third-Party consents necessary to assign the Assigned Contracts to Buyer. In order, however, to provide the Buyer the full realization and value of every Assigned Contract, Seller agrees that on and after the Closing it will at the request and under the direction of the Buyer and at the Buyer’s sole cost and expense, in the name of Seller or otherwise as the Buyer shall specify, take all commercially reasonable actions (including the appointment of the Buyer as attorney-in-fact for Seller) as shall in the reasonable opinion of the Buyer or its counsel be necessary or proper (i) to assure that the rights of Buyer thereunderSeller shall be preserved for the benefit of or transferred or issued to the Buyer, (ii) to facilitate receipt of the consideration to be received by Seller, which consideration shall be held for the benefit of, and any shall be delivered to, the Buyer, and (iii) to enforce provisions under such Assigned Contracts restricting or prohibiting use, transfer or assignment shall be made subject to such consent or approval being obtained. In the event disclosure of any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment confidential information relating to the Purchase Price and Seller shall use commercially reasonable efforts to obtain Business or any Business Assets against third parties bound by such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvalprovisions. Nothing in this Section 1.5 2.1(d) shall be deemed a waiver by Buyer in any way diminish the obligations of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described Seller under Section 1.1Sections 5.1 and 6.1 hereof.

Consent of Third Parties. Notwithstanding anything to the contrary herein, Nothing in this Agreement shall not constitute be ------------------------ construed as an attempt or agreement to assign or transfer assign: (i) any interest in any Permit or Contract or any claim or right arising thereunder if such assignment or transfer which is non-assignable without the consent of the party or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to parties thereto unless such consent shall have been obtained; or approval being obtained(ii) any Contract or claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not pass to Buyer as an incident of the assignments provided for by this Agreement. Buyer shall use its reasonable best efforts to assist Seller in obtaining consents required to consummate the transactions contemplated by this Agreement, including, without limitation, providing such financial statements and other financial information with respect to Buyer as may reasonably be requested. In the event that any such consent required to transfer or approval assign any Asset is not obtained prior to Closing the Closing shall occur without any adjustment and Buyer has waived the requirement that such consent be obtained as provided in Section 2.8(b)(iii), Seller will, subsequent to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the ------------------- Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement attempting to obtain such consent. If such consent cannot be obtained, Seller will use its reasonable best efforts to provide that Buyer with the rights and benefits of the affected Asset, and, if Seller provides such rights and benefits, Buyer shall receive assume the interest of Seller in obligations and burdens thereunder. Notwithstanding the benefits under any such Permit or Contract (in which caseforegoing, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing nothing in this Section 1.5 2.9 or otherwise e under this Agreement shall ----------- impose or be deemed a waiver by Buyer construed to impose on the Seller any obligation to pay cash or other form of its right consideration in excess of $5,000 to receive prior any third party in order to Closing an effective assignment of all of obtain the Assets nor shall this Section 1.5 be deemed consent required to constitute an agreement Transfer any Asset to exclude from the Assets any assets described under Section 1.1Buyer.

Consent of Third Parties. Notwithstanding anything Seller is assigning to Buyer, and Buyer is assuming, the Contracts and the Permits which are to be transferred to Buyer as and to the contrary hereinextent provided in this Agreement. To the extent that the assignment of all or any portion of any Contract or Permit shall require the consent of the other party thereto or any other third party, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or such Contract or Permit included in the Acquired Assets if an attempted assignment without any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof breach or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedviolation thereof. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Contract and Permit of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and under the direction of Buyer, in the name of Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that or otherwise as Buyer shall receive specify, take all reasonable actions and do or cause to be done all such things as shall in the interest reasonable opinion of Buyer or its counsel be necessary or proper (a) to assure that the rights of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes Contracts and Permits shall be Assumed Liabilities), including performance preserved for the benefit of or transferred or issued to Buyer and (b) to facilitate receipt of the consideration to be received by Seller as agentin and under every such Contract and Permit, provided that Buyer which consideration shall undertake to pay or satisfy the corresponding liabilities be held for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller of, and shall bear all reasonable costs of seeking any such consent or approvalbe delivered to, Buyer. Nothing in this Section 1.5 1.3 shall be deemed a waiver by Buyer of its right in any way diminish Seller's obligations hereunder to receive obtain all consents and approvals and to take all such other actions prior to or at Closing an effective assignment as are necessary to enable Seller to convey or assign good and marketable title free and clear of Liens (other than Permitted Exceptions) to all of the Acquired Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Buyer.

Consent of Third Parties. Notwithstanding anything On the Closing Date, Citizens shall cause Seller to assign to Buyer, and Parent shall cause Buyer to assume, the contrary hereinContracts and the Permits which are to be transferred to Buyer as provided in this Agreement by means of the Assumption Agreement. To the extent that the assignment of all or any portion of any Contract or Permit shall require the consent (or result in a breach or violation thereof) of the other party thereto or any other third party, Arizona and such consent shall not be obtained prior to Closing, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or such Contract or any claim or right arising thereunder if such assignment or transfer without Permit included in the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtainedAcquired Assets. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every Contract of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and under the direction of Buyer, in the name of Seller will cooperate with or otherwise as Buyer shall specify, take all reasonable actions (including without limitation the appointment of Buyer as attorney-in-fact for Seller to proceed at Buyer's sole cost and expense) and do or cause to be done all such things as shall in any lawful the reasonable opinion of Buyer be necessary (a) to assure that the rights of Seller or its Affiliates under such Contracts shall be preserved for the benefit of Buyer and economically feasible arrangement (b) to provide facilitate receipt of the consideration to be received by Seller or its Affiliates in and under every such Contract. To the extent that Buyer shall does receive the interest benefits of Seller in the benefits under any such Permit or Contract (in which casepursuant to the preceding sentence, for avoidance of doubt, the associated Taxes such Contract shall be Assumed Liabilities), including performance by Seller as agent, provided that a Contract "assigned or transferred to Buyer shall undertake pursuant to pay or satisfy this Agreement" within the corresponding liabilities for the enjoyment meaning of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approvalSection 2.3.1(b) hereof. Nothing in this Section 1.5 2.4 shall be deemed a waiver by Buyer in any way diminish the obligations of its right Seller to receive prior to Closing an effective assignment of all of the Assets nor shall obtain consents and approvals under this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Agreement.

Consent of Third Parties. Notwithstanding anything to the contrary hereinin this Agreement, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit instrument, contract, lease, licenses, permit or Contract other agreement or arrangement or any claim claim, right or right benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a Third Party third party would constitute a Breach breach or violation thereof or affect adversely the rights of Buyer thereunder, the Buyers or the Asset Sellers thereunder and such consent or approval has not been obtained by the Closing; and any such transfer or assignment to the Buyers by the Asset Sellers of any interest under any such instrument, contract, lease, licenses permit or other agreement or arrangement that requires the consent of a third party shall be made following the Closing subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller Date, Weatherford shall use commercially all reasonable efforts to obtain any such approval or consent or approval as soon as reasonably possible after the ClosingClosing Date, and Seller Weatherford will cooperate with Buyer Acquiror and the other Buyers in any lawful and economically feasible arrangement to provide that Acquiror or another Buyer shall receive the interest of Seller the Asset Sellers in the benefits under any such Permit instrument, contract, lease or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities)permit or other agreement or arrangement, including performance by Seller the Asset Sellers, as agent, provided that the Acquiror or another Buyer shall undertake to pay or satisfy the corresponding liabilities expenses and Liabilities for the enjoyment of such benefit to the extent the Acquiror or another Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.

Consent of Third Parties. Notwithstanding anything to the contrary herein, Nothing in this Agreement shall not constitute be construed as an agreement attempt to assign any contract, agreement, permit, franchise, or transfer any interest claim included in any Permit the Acquired Assets which is by its terms or Contract or any claim or right arising thereunder if such assignment or transfer by law nonassignable without the consent of the other party or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunderparties thereto, and any such transfer or assignment shall be made subject to unless such consent shall have been given, or approval being obtainedas to which all the remedies for the enforcement thereof enjoyed by Seller would, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement. In order, however, to provide Buyer the event any such consent or approval is not obtained prior to Closing full realization and value of every contract, agreement, permit, franchise and claim of the Closing shall occur without any adjustment to character described in the Purchase Price immediately preceding sentence, Seller agrees that on and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, it will, at the request and Seller will cooperate with under the direction of Buyer, in the name of Seller, take all reasonable actions and do or cause to be done all such things as shall in the reasonable opinion of Buyer in any lawful and economically feasible arrangement or its counsel be necessary or proper (a) to provide assure that Buyer shall receive the interest rights of Seller in the benefits under any such Permit or Contract (in which casecontracts, for avoidance of doubtagreements, the associated Taxes permits, franchises, and claims shall be Assumed Liabilities), including performance preserved for the benefit of Buyer and (b) to facilitate receipt of the consideration to be received by Seller as agentin and under every such contract, provided that Buyer agreement, permit, franchise, or claim, which consideration shall undertake to pay or satisfy the corresponding liabilities be held for the enjoyment of such benefit of, and shall be delivered to, Buyer. Except to the extent Buyer would have been responsible therefor if such has agreed not to require the consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing certain customers to the assignment contemplated hereby, nothing in this Section 1.5 1.7 shall be deemed a waiver by Buyer of its right in any way diminish Seller's obligations hereunder to receive prior obtain all consents and approvals and to take all such other actions at Closing an effective assignment of as are necessary to enable Seller to convey or assign good and marketable title to all of the Acquired Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1Buyer.