Consents to Assign. With respect to each Consent set forth in Schedule 6.01(c), within ten (10) days after the date of this Agreement, Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required.
Consents to Assign. To the extent that any Contract is not capable of being sold, assigned, transferred, delivered or subleased without the waiver or consent of any third person (including a government or governmental unit), or if such sale, assignment, transfer, delivery or sublease or attempted sale, assignment, transfer, delivery of sublease would constitute a breach thereof or a violation of any law or regulation, this Agreement and any assignment executed pursuant hereto shall not constitute a sale, assignment, transfer, delivery or sublease or an attempted sale, assignment, transfer, delivery or sublease thereof. In those cases where consents, assignments, releases and/or waivers have not been obtained at or prior to the Closing Date to the transfer and assignment to the Buyer of the Contracts, this Agreement and any assignment executed pursuant hereto, to the extent permitted by law, shall constitute an equitable assignment by Sellers to the Buyer of all of Sellers' rights, benefits, title and interest in and to the Contracts, and where necessary or appropriate, the Buyer shall be deemed to be the Sellers' agent for the purpose of completing, fulfilling and discharging all of Sellers' rights and liabilities arising after the Closing Date under such Contracts. For the purposes hereof, such contracts shall be deemed to be "Assumed Obligations". Sellers shall use its reasonable efforts to provide the Buyer with the benefits of such Contracts (including, without limitation, permitting the Buyer to enforce any rights of Sellers arising under such Contracts), and the Buyer shall, to the extent the Buyer is provided with the benefits of such Contracts, assume, perform and in due course pay and discharge all debts, obligations and liabilities of Sellers under such Contracts.
Consents to Assign. Prior to the Closing Date, Seller shall attempt to obtain consents necessary to assign the Properties to Buyer at Closing.
Consents to Assign. (a) From and after the Execution Date up to Closing, SM shall use its commercially reasonable efforts to obtain all Consents (excluding any Customary Post-Closing Consents) and Mitsui shall reasonably cooperate with that effort; provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain such Consents.
Consents to Assign. The Parties acknowledge that EXCO has complied with its obligations under Section 3.6(a) of the UPCA, but was unable to obtain a consent to assign with respect to those certain leases each dated August 13, 1973, having EXCO lease numbers 10054985, 10054986, 10054987, and 10054988 (the “Devon/KCS Leases”). Notwithstanding anything in the UPCA to the contrary, the Parties agree that the Devon/KCS Leases should not be treated as subject to a Specified Consent Requirement and should be included in the Production Assets Assignments. To the extent that the assignment of a Devon/KCS Lease to MLP LLC is determined to be void or invalid following Closing, then (a) EXCO shall continue to use commercially reasonable efforts to obtain the consent to assign such Devon/KCS Lease to MLP LLC and to assign such Devon/KCS Lease to MLP LLC upon receipt of such consent; (b) such Devon/KCS Lease shall be held by EXCO for the benefit of MLP LLC until the applicable consent requirement is satisfied or until such Devon/KCS Lease has terminated; and (c) to the extent EXCO has provided to MLP LLC the economic benefit of such Devon/KCS Lease, if any, MLP LLC shall pay all amounts due thereunder, shall, perform all obligations thereunder and, subject to the rights of MLP LLC under the Related Agreements, shall indemnify EXCO and its Affiliates against any liabilities incurred or suffered by EXCO or any of its Affiliates as a consequence of EXCO remaining a party to the Devon/KCS Leases (in each case, except to the extent any such liabilities resulted from the gross negligence or willful misconduct of any EXCO Party or its Representatives and subject to the same requirements and procedures applicable to Sections 7.3, 7.4, 7.5 and 7.6 of the Administrative Services Agreement, applied mutatis mutandis).
Consents to Assign. Sellers have sent to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth on Disclosure Schedule 3.06 and is discovered by Sellers (including, if applicable, any such Consent that is identified by Buyer) prior to Closing, all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a Consent Notice.
Consents to Assign. Sellers shall, within five (5) days after the entry of the Bid Procedures Order (to the extent not sent prior to such date), send to the holder of each Applicable Schedule 3.06 Consent with respect to any Purchased Contract that is not a 365 Contract (for which notices regarding 365 Contracts are addressed in Section 5.02) a notice in compliance with the contractual provisions applicable to such Applicable Schedule 3.06 Consent seeking such holder’s consent to the transactions contemplated hereby or such other notice (which may be included in the sale notice related to the Sale Order) as necessary to permit the assignment of such Purchased Contract to Buyer pursuant to this Agreement upon entry of the Sale Order (a “Consent Notice”). With respect to each Consent relating to a Contract for which the counterparty’s consent to assignment would be required for such Contract to be assumed and assigned to Buyer, after giving effect to sections 365(c)(1) and 365(f)(1) of the Bankruptcy Code, but which Consent is not set forth on Disclosure Schedule 3.06 and is discovered by Sellers (including, if applicable, any such Consent that is identified by Buyer) prior to Closing, all such Consents shall thereafter be Applicable Schedule 3.06 Consents and Sellers shall send to the holder of each such Consent a Consent Notice.
Consents to Assign. With respect to each Consent set forth on Schedule 5.01(c), Seller shall send to the holder of each such Consent a notice in material compliance with the contractual provisions applicable to such Consent seeking such holder’s consent as required.
Consents to Assign. Subject to Section 6.5 and Section 7.2(b):
Consents to Assign. In the context of preparing this Agreement, various consents to assign have been reviewed affecting a portion of the Leases. The Leases affected by these consents to assign are set forth on Schedule 3.9 attached hereto. While the Parties expect that all necessary consents to assign will be granted in due course, it is recognized that some or all of these may not have been obtained prior to the Effective Date. For all consents to assign not obtained prior to the Effective Date: (i) the Parties acknowledge that EnCana is claiming all such consents to assign as Title Defects pursuant to Section 4.4(a)(iv); (ii) STML will have until the date that is ninety (90) days following the Effective Date in which to procure the necessary consent for each such Lease (the “Cure Period”); and (iii) the affected Lease will be excluded from the respective assignment. Within a reasonable time of obtaining the consent to assign, the affected Lease will be assigned to EnCana in accordance with the terms and conditions of this Agreement. During the interim between the Effective Date and the assignment of an affected Lease to EnCana or the end of the Cure Period, whichever is earlier, STML shall not encumber or burden the affected Lease in any manner so as to prevent STML from assigning the affected Lease to EnCana with the unencumbered working interest and net revenue interest as described for such Lease on Exhibit A-1 or A-2, as applicable. Once the affected Lease or Leases are assigned to EnCana, they shall be subject to the same title review process as described in Article IV subject to modifying the dates of the Examination Period so that EnCana retains its full review rights as otherwise prescribed by Article IV of this Agreement as to such Lease or Leases. If STML is unable to secure a necessary consent to assign by the end of the Cure Period, it shall retain such Lease and the Carry Amount will be reduced by an amount calculated by multiplying the Net Mineral Acres included in the affected Lease times the Per Acre Value. This reduction in the Carry Amount shall be taken into account in the determination of the payment due pursuant to Section 3.2(a)(ii).
