Common use of Consents of Third Parties Clause in Contracts

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to such asset, liability, obligation or commitment. If any transfer or assignment by Ashland, or any assumption by HoldCo, of any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland shall not have any liability or obligation under this Agreement arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents.

Consents of Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any asset Purchased Asset or any claim or right or any benefit arising under thereunder or resulting from therefrom if any assignment or transfer or attempt to make such assetan assignment or transfer is not permitted without the consent, approval or waiver of, or to assume any liabilitynotice to, obligation or commitment, if an attempted assignment or assumption thereof, without the Consent of a third party, party or would constitute a breach or other contravention of violation thereof or affect adversely the rights of Buyer or the applicable Seller Party thereunder. Seller shall, or shall cause the applicable Seller Parties to, use commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to expend any material amount of money, commence litigation or offer or grant any material financial or other accommodation to any third party), and Buyer shall reasonably cooperate with Seller, to obtain the consent, approval or waiver of, or provide the required notice to, such third partyparties to or of the assignment to the Buyer of any Purchased Asset or any claim or right or any benefit arising thereunder or otherwise transfer the rights and benefits of any Non-assignable Asset (as defined below) to Buyer. If such consent, approval or waiver is not obtained, or such notice is not made on or before the Closing Date, or if an attempted assignment thereof would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland or, upon transfer, HoldCo with respect to any Seller Party or any of its or their Affiliates thereunder so that the Buyer would not in fact receive all such asset, liability, obligation or commitment. If any transfer or assignment by Ashlandrights, or if such asset is not transferable under applicable Requirements of Law with or without such consent, approval, waiver or notice (any assumption by HoldCoassets so described, of any interest inthe “Non-assignable Assets”), Seller shall, or liabilityshall cause the applicable Seller Parties to, use commercially reasonable efforts (but without any obligation to expend a material amount of money, commence litigation or commitment under, offer or grant any asset requires the Consent of a material financial or other accommodation to any third party, then such transfer or assignment or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland and Buyer shall not have any liability reasonably cooperate with Seller, to (i) obtain such required consent, approval, waiver or obligation under this Agreement arising out notice as soon as practical following the Closing Date, (ii) provide to Buyer the benefits of or relating the applicable Non-assignable Assets to the failure extent such provision would not violate any third party right; provided that Buyer shall fulfill the corresponding obligations to obtain the extent the Buyer would have been responsible therefor if such consent, approval, waiver or notice had been obtained and such Non-assignable Assets assigned to Buyer, (iii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (iv) enforce at the request of Buyer and for the account of Buyer any rights of the Seller Parties arising from any such Consent that may be required Non-assignable Assets (including the right to elect to terminate any Seller Agreement in accordance with the terms thereof upon the request of Buyer). In connection with any such arrangement, Buyer shall reimburse the applicable Seller Party and each of their applicable Affiliates for any reasonable and documented out-of-pocket costs and expenses actually incurred by the applicable Seller Party and each of their applicable Affiliates in connection with the Transactions performance of any such Non-assignable Assets, but only to the extent that such out-of-pocket costs and expenses would have been otherwise incurred by Buyer or its Affiliates had such Non-assignable Asset been assigned, transferred or conveyed as contemplated by this Agreement or because of Agreement, including any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened by or on behalf of any person liability arising out of Buyer’s failure to perform thereunder (such costs and expenses, the “Alternative Arrangement Costs”). Seller shall, or relating shall cause the applicable Seller Party to, promptly pay to Buyer when received all monies received (other than Taxes that are the obligation of the applicable Seller Party to remit to the failure to obtain any relevant Governmental Body), after offsetting applicable Alternative Arrangement Costs incurred but not yet reimbursed by Buyer or its Affiliates, by such Consent Seller Party under such Non-assignable Asset or any circumstances resulting therefromclaim or right or any benefit arising thereunder. Notwithstanding the foregoing, nothing in each case so long as Ashland this Section 3.5 shall have complied with its obligation under Section 9.11 limit the obligations of the Master Agreement to use its reasonable best efforts to obtain such ConsentsSeller Parties under the Transition Services Agreement.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset, or to assume any liability, obligation or commitment, asset if an attempted assignment or assumption thereof, without the Consent consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, liability, obligation or commitment, or would in any way adversely affect the rights of Ashland orrights, upon transfer, HoldCo with respect to of Purchaser under such asset, liability, obligation or commitment. If any transfer or assignment by AshlandSeller to, or any assumption by HoldCoPurchaser of, of any interest in, or liability, obligation obligation, or commitment under, any asset requires the Consent consent of a third party, then such transfer or assignment or assumption shall be made subject to such Consent consent being obtained. Except as set forth in Section 1.04(b)To the extent any Assigned Contract may not be assigned to Purchaser by reason of the absence of any such consent, Ashland Purchaser shall not have be required to assume any liability or obligation Assumed Liabilities arising under this Agreement arising out of or relating such Assigned Contract. If any such consent is not obtained prior to the failure to Closing, Seller and Purchaser shall cooperate (at their own expense) in any lawful and reasonable arrangement reasonably proposed by Purchaser under which Purchaser shall obtain any such Consent that may be required in connection with the Transactions contemplated by this Agreement or because of any circumstances resulting therefromeconomic claims, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), no representation, warranty or covenant of Ashland herein shall be breached or deemed breachedrights, and no condition shall be deemed benefits under the asset, claim, or right with respect to which the consent has not satisfied, as a result of been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the failure subcontracting, sublicensing, or subleasing to obtain Purchaser of any and all rights of Seller against the other party to such Consentthird-party agreement arising out of a breach or cancellation thereof by the other party, and (ii) any circumstances resulting therefrom or (iii) any Claim or investigation commenced or threatened the enforcement by or on behalf Seller of any person arising out of or relating such rights. To the extent, and only to the failure extent, Purchaser is able to obtain any receive the economic claims, rights, and benefits under such Consent or any circumstances resulting therefromasset, in each case so long as Ashland Purchaser shall have complied with its obligation be responsible for the Assumed Liabilities, if any, arising under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consentsasset.

Consents of Third Parties. (a) Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, this Agreement shall not constitute an agreement to assign distribute, contribute, sell, assign, transfer, novate, convey or deliver, directly or indirectly, any asset (including any Contract (which, for the avoidance of doubt, includes any lease, sublease or any similar agreement), Permit or Intellectual Property), claim or right right, or any benefit arising under or resulting from such asset, claim or to assume any liability, obligation or commitmentright, if an attempted assignment direct or assumption indirect distribution, contribution, sale, assignment, transfer, novation, conveyance or delivery thereof, without the Consent of a third party, (i) would constitute a breach or other contravention of the rights of such third party, (ii) would violate applicable Law, (iii) would be ineffective with respect to any party to an agreement a Contract concerning such asset, liability, obligation claim or commitment, right or (iv) would in any way adversely affect the rights of Ashland the Company or, upon transfer, HoldCo with respect to Purchaser, under such asset, liability, obligation claim or commitmentright. If any transfer direct or assignment indirect distribution, contribution, sale, assignment, transfer, novation, conveyance or delivery by Ashland, the Company or any direct or indirect assumption by HoldCoby, Purchaser, of any interest in, or liability, obligation or commitment Liability under, any asset asset, claim or right requires the Consent of a third party, then such transfer or assignment distribution, contribution, sale, assignment, transfer, novation, conveyance, delivery or assumption shall be made subject to such Consent being obtained. Except as set forth in Section 1.04(b), Ashland Purchaser agrees that neither the Company nor any Affiliate of the Company shall not have any liability or obligation (except liability to the extent arising from the Company’s breach of its obligations under this Agreement Section 1.03(b)) whatsoever to Purchaser arising out of or relating to the failure to obtain any such Consent that may be required in connection with the Transactions transactions contemplated by this Agreement or because of any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents. Subject to Section 1.04(b), Purchaser further agrees that no representation, warranty or covenant of Ashland the Company herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, in and of itself, as a result of (i) the failure to obtain any such Consent, (ii) any circumstances resulting therefrom or (iii) any Claim lawsuits, claims, suits, actions, arbitrations, investigations, inquiries or investigation other proceedings (“Proceedings”) commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such Consent or any circumstances resulting therefrom, in each case so long as Ashland shall have complied with its obligation under Section 9.11 of the Master Agreement to use its reasonable best efforts to obtain such Consents.