Common use of Further Consents to Assignment Clause in Contracts

Further Consents to Assignment. As and to the extent any member of the TRW Group will have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Section 4.5 hereof: (a) the parties will fully cooperate with each other to obtain from such person or persons the consents or approvals (or effective waivers thereof); (b) if the consent or approval is listed in Appendix G and is not obtained prior to the Closing, then (1) the members of the TRW Group will (x) use 42 50 reasonable efforts to provide the Transaction Companies with an alternative arrangement providing the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement, but will not constitute a breach of covenant or a breach of warranty by any member of the TRW Group; and (c) if the parties are unable to obtain any consent or approval (or effective waiver thereof) under any of the contracts, leases, licenses, permits, approvals or other similar items constituting part of the Acquired Assets that are not listed in Appendix G, then after the Closing (1) this Agreement will not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item and, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute such an assignment and (2) TRW, IS&S International and Microwave will use reasonable efforts to cooperate with the Transaction Companies in any reasonable arrangement designed to provide the Transaction Companies with the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item, including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request.

Further Consents to Assignment. As and With respect to the extent any member of the TRW Group will have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Section 4.5 hereof: (a) the parties will fully cooperate with each other to obtain from such person or persons the those consents or approvals (or effective waivers thereof); (b) if the consent to or approval is listed in Appendix G and is of assignment which are not obtained on or prior to Closing: the Closing, then (1) the members of the TRW Group Parties will (x) use 42 50 make all reasonable efforts to provide obtain such consent, approval (or an effective waiver thereof); if the Transaction Companies Parties are unable to obtain such consent or approval, or an effective waiver thereof, then, with an alternative arrangement providing respect to the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar other item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against which such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement, but will not constitute a breach of covenant or a breach of warranty by any member of the TRW Group; and (c) if the parties are unable to obtain any consent or approval (of or to the effective waiver thereof) under any of the contracts, leases, licenses, permits, approvals assignment is requested by ▇▇▇▇▇▇ at or other similar items constituting part of the Acquired Assets that are not listed in Appendix G, then after the Closing Closing, (1i) this Agreement will shall not constitute or be deemed to be a contract an assignment or an agreement to assign the same such item if an attempted assignment without such consent, approval approval, or an effective waiver thereof, would constitute a breach of or default under such item or create in the issuer or any party thereto the right or power to cancel or terminate such item anditem, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute such an assignment and (2ii) TRW, IS&S International and Microwave Sequa Can will use reasonable efforts provide or cause to cooperate with the Transaction Companies in any reasonable arrangement designed be provided to provide the Transaction Companies with ▇▇▇▇▇▇ the benefit of all the Sequa Can's rights of the members of the TRW Group under or pursuant to such contract, lease, license, permit, approval or similar item, including, without limitation, including enforcement (at TRW's ▇▇▇▇▇▇'▇ sole cost and expense) of any and all rights of the members of the TRW Group against such person Sequa Can, as the Transaction Companies case may reasonably be, against any other Person (including any Governmental Authority) as ▇▇▇▇▇▇ may request; provided, however, that neither Sequa Can nor ▇▇▇▇▇▇ shall be obligated to incur any additional cost or expense unless expressly agreed to in writing, such agreement to be in each Party's sole discretion; and neither Party will be obligated to pay consideration (other than costs of providing the benefit of such item as described in Section 5(i)(ii)) in order to obtain any consent or approval, or an effective waiver thereof, unless otherwise agreed by the Parties in writing, each in its sole discretion. The Parties will cooperate in obtaining any required consent or approval, or an effective waiver thereof, pursuant to an economic arrangement satisfactory to the Parties.

Further Consents to Assignment. As If and to the extent any member of the TRW Group will have failed Baan Sellers fail to obtain prior to before Closing the consent or approval (or an effective waiver thereof) of any person or persons in with respect of to any item described in Section 4.5 hereof:3.4, then after the Closing, (aA) Until such consent or approval (or an effective waiver thereof) has been obtained, (1) On behalf of the Baan Sellers, Invensys Holdings will perform all of the Baan Sellers' duties with respect to such item, and (2) On behalf of Invensys Holdings, the Baan Sellers will exercise all of the Baan Sellers' rights with respect to such item as directed by Invensys Holdings. (B) The parties will fully cooperate with each other use reasonable efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof);. (bC) if the consent or approval is listed in Appendix G and is not obtained prior to the Closing, then (1) the members of the TRW Group will (x) use 42 50 reasonable efforts to provide the Transaction Companies with an alternative arrangement providing the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement, but will not constitute a breach of covenant or a breach of warranty by any member of the TRW Group; and (c) if If the parties are unable to obtain any consent such consent, approval, or approval (or effective waiver thereof) under any of the contractswaiver, leases, licenses, permits, approvals or other similar items constituting part of the Acquired Assets that are not listed in Appendix G, then after the Closing then (1) this This Purchase Agreement will shall not constitute or be deemed to be a contract to assign or transfer the same if an attempted assignment or transfer without such consent, approval approval, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item item, and, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute such an assignment and (2) TRW, IS&S International and Microwave The Baan Sellers will use reasonable efforts to cooperate with the Transaction Companies Invensys Holdings in any reasonable arrangement designed to provide the Transaction Companies Invensys Holdings with the benefit of all the Baan Sellers' rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item, including, without limitation, including enforcement (at TRW's Invensys Holdings' expense) of any and all rights of the members of the TRW Group Baan Sellers against such person as the Transaction Companies Invensys Holdings may reasonably request.

Further Consents to Assignment. As and to the extent any member of the TRW Group will shall have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Section 4.5 hereof or the parties shall have failed to obtain the novation of any government contract or subcontract as provided in Section 4.6 hereof:, after the Closing-- (a) the parties will fully cooperate with each other use their best efforts to obtain from such person or persons the consents consents, approvals, or approvals novations (or effective waivers thereof); (b) if the consent or approval is listed in Appendix G and is not obtained prior to the Closing, then (1) the members of the TRW Group will (x) use 42 50 reasonable efforts to provide the Transaction Companies with an alternative arrangement providing the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement, but will not constitute a breach of covenant or a breach of warranty by any member of the TRW Group; and (cb) if the parties are unable to obtain any consent such consent, approval, novation, or approval (or effective waiver thereof) under any of the contracts, leases, licenses, permits, approvals or other similar items constituting part of the Acquired Assets that are not listed in Appendix Gwaiver, then after the Closing (1l) this Agreement will shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval approval, novation, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item and, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute such an assignment and (2) TRW, IS&S International and Microwave TRW will use reasonable efforts to cooperate with the Transaction Companies Purchaser in any reasonable arrangement designed to provide the Transaction Companies Purchaser with the benefit of all the TRW's rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item, including, without limitation, including enforcement (at TRWPurchaser's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies Purchaser may reasonably request. In use of its best efforts under subsection (b) above, TRW will not be obligated to pay any additional consideration in order to obtain any consent, approval, novation, or waiver. TRW will cooperate with Purchaser in obtaining a reasonable and economic solution with such person PROVIDED that Purchaser pays or reimburses TRW for all amounts necessary in order to obtain such consent, approval, novation, or waiver.