Substitution Where Not Transferable. If Sellers shall be unable, on or prior to the Closing, to obtain a consent necessary for the assignment of the applicable Seller’s title to, interest in and rights under any Contract to be assigned hereunder, then Sellers and Buyer will use reasonable good faith efforts (a) to enter into a reasonable arrangement designed to enable the applicable Seller to perform its obligations thereunder and to provide for the assignment and assumption by Buyer of the benefits, risks and burdens of, any such Contract, including enforcement at the cost and for the account of Buyer of any and all rights of the applicable Seller against the other party thereto arising out of the future cancellation thereof after the Closing by such other party and (b) to obtain or cause to be obtained, as expeditiously as possible, the written consent of the other parties to such Contract for the assignment or, if required, novation thereof to Buyer or, alternatively, written confirmation from such parties that such consent is not required. As and when after the Closing Date, title to, interest in and rights under any such Contract become transferable, the assignment to Buyer by the applicable Seller of any title to, interest in and rights under such Contract shall be deemed effective at the time such consent or approval is effective, without any further action by Buyer or Sellers. Buyer will not be required to assume any Contract with respect to which a required consent shall not have been obtained (and such Contract will be deemed to be an Excluded Asset hereunder but subject to the provisions of this Section 2.4.3 pending receipt of such consent). Notwithstanding anything to the contrary contained in this Agreement, (a) the sole Closing conditions relating to obtaining any particular consent, approval or authorization of third parties (other than Governmental Authorities) are contained in Section 7.1.13 and Section 7.2.7 hereof and (b) nothing in this Section 2.4.3 shall be deemed to restrict Buyer’s (with respect to Section 7.1.13) or Sellers’(with respect to Section 7.2.7) right, in their respective sole discretion, not to close the transactions in the event such Closing conditions are not satisfied or waived.
Substitution Where Not Transferable. If the Parties shall be unable, on or prior to the Closing, to obtain any consent required in connection with the transactions contemplated by the Transaction Agreements under (A) any Contract to which any of the Companies or their Subsidiaries is a party or (B) any Contract (as defined under the Separation Agreement), then HarnCo, HarnCo's Affiliates and Investor will cooperate to enter into a reasonable arrangement designed to enable the Companies or their Subsidiaries to perform the obligations thereunder, and to provide for the retention by the Companies or their Subsidiaries of the benefits, risks and burdens of, and Liabilities under, any such Contract, including enforcement at the cost and for the account of the Companies and their Subsidiaries of any and all rights of the Companies and their Subsidiaries against the other party thereto; provided that if any third party refuses to consent to the assignment of any such Contract, challenges any arrangement under this Section 2(g)(ii) or attempts to cancel, accelerate or change the terms of any such Contract as a result of the transactions contemplated hereby, then HarnCo and Sellers, on the one hand, and the Companies and their Subsidiaries, on the other hand, shall each bear 50% of the total Adverse Consequences suffered by HarnCo, Sellers, the Companies and their Subsidiaries (and their respective Affiliates) which arise or result therefrom. Effective as of the date of this Agreement, the provisions of this Section 2(g) shall supersede and replace the provisions of Sections 3.4 and 4.4 of the Separation Agreement.
Substitution Where Not Transferable. If the members of the Granite Group shall be unable, on or prior to the Closing, to obtain a consent necessary for the assignment of its title to, interest in and rights under any Contract to be assigned hereunder, then Seller, Granite and Buyer will cooperate to enter into a reasonable arrangement designed to enable the applicable member of the Granite Group (as applicable) to perform its obligations thereunder, and to provide for the assumption and recognition by Buyer of the benefits, risks and burdens of, any such Contract, including, if requested by Buyer, enforcement at the cost and for the account of Buyer of any and all rights of the applicable member of the Granite Group against the other party thereto arising out of the future cancellation thereof after the Closing by such other party; provided, that, Buyer shall not be required to enter into, or to accept as a substitute for performance by any member of the Granite Group hereunder, any arrangement which would impose any additional material cost, expense or Liability on Buyer, or would deprive Buyer of any material benefits or profits contemplated under such Contract. As and when after the Closing Date, title to, interest in and rights under any such Contract become transferable, the assignment to Buyer by the applicable member of the Granite Group of any title to, interest in and rights under such Contract shall be deemed effective at the time such consent or approval is effective, without any further action by Buyer or any member of the Granite Group.
Substitution Where Not Transferable. If Seller shall be unable, on or prior to the Closing, to obtain a consent necessary for the assignment of Seller's title to, interest in and rights under any Contract to be assigned hereunder, then Seller and Buyer will cooperate to enter into a reasonable arrangement designed to enable Seller to perform its obligations thereunder, and to provide for the assumption by Buyer of the benefits, risks and burdens of, any such Contract, including enforcement at the cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the future cancellation thereof after the Closing Date by such other party; provided that, Buyer shall not be required to enter into, or to accept as a substitute for performance by the Seller hereunder, any arrangement which would impose any additional cost, expense or Liability on Buyer, or would deprive Buyer of any benefits or profits contemplated under such Contract. As and when after the Closing Date, title to, interest in and rights under any such Contract become transferable, the assignment to Buyer by Seller of any title to, interest in and rights under such Contract shall be deemed effective at the time such consent or approval is effective, without any further action by Buyer or the Seller.
Substitution Where Not Transferable. 33 2.5 Acquisition of WLAJ. . . . . . . . . . . . . . . . . . . . . . . . . 34 3.
Substitution Where Not Transferable. If Seller, TV or License Co. shall be unable, on or prior to the Closing, to obtain a consent necessary for the transfer or assignment of Seller's, TV's or License Co.'s (as applicable) title to, interest in and rights with respect to any Seller TV Asset or Excluded Asset to be transferred or assigned pursuant to Section 2.4 hereof, then Seller, TV, License Co. and Purchaser shall cooperate to enter into a reasonable arrangement designed to enable Seller, TV or License Co. (as applicable) to perform or fulfill its obligations with respect thereto, and to provide for the assumption by TV or Seller (as applicable) of the benefits, risks and burdens of, any such Seller TV Asset or Excluded Asset, as the case may be, including (with respect to any contract) enforcement at the cost and for the account of TV or Seller (as applicable) of any and all rights of Seller, TV or License Co. (as applicable) against the other party thereto arising out of the future cancellation thereof after the Closing by such other party. Notwithstanding the foregoing, from and after the Closing, Seller, TV and License Co. (as applicable) shall continue to use commercially reasonable efforts to obtain such consents necessary for the transfer or assignment of any such Seller TV Asset or Excluded Asset. As and when after the Closing Date, title to, interest in and rights under any such Seller TV Asset or Excluded Asset become transferable, the transfer or assignment to TV or Seller (as applicable) by Seller, TV or License Co. (as applicable) of any title to, interest in and rights under any such Seller TV Asset or Excluded Asset shall be deemed effective at the time such consent is effective, without any further action by Purchaser, Seller, TV or License Co.
Substitution Where Not Transferable. 27 2.5 Option to Require Purchase of Additional Shares ........... 28 2.5.1 Put Option ...................................... 28 2.5.2 Documentation and Closing ....................... 28 2.5.3 Assignment ...................................... 29
Substitution Where Not Transferable. If Stockholders or Pacific shall be unable, on or prior to the Closing, to obtain any consent required in connection with the transactions contemplated hereby under any Contract (included in the Broadcasting Assets), then Stockholders, Pacific and Buyer will cooperate to enter into a reasonable arrangement designed to enable Pacific to perform its obligations thereunder, and to provide for the retention of Pacific of the benefits, risks and burdens of, any such Contract, including enforcement at the cost and for the account of Pacific of any and all rights of Pacific against the other party thereto arising out of the future cancellation thereof after the Effective Time by such other party; provided, that, neither Buyer nor Pacific shall be required to enter into, or to accept as a substitute for performance by Stockholders hereunder, any arrangement which would impose any additional cost, expense or Liability on Buyer or Pacific, or would deprive Buyer or Pacific of any benefits or profits contemplated under such Contract.
Substitution Where Not Transferable. 33 2.5 Acquisition of WLAJ................................................34
Substitution Where Not Transferable. (a) If any transfer or assignment by Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Contract, requires the consent of a third party, then such assignment or assumption shall be made subject to such consent being obtained. Subject to subsection (b) below, to the extent any Contract may not be assigned to Buyer by reason of the absence of any such consent, Buyer shall not be required to assume any Assumed Obligations arising under such Contract.
