Asset Purchase Clause - Consent Required for Assignment

This is an optional Consent of Third Party clause which can be inserted into an Asset Purchase and Sale Contract, for circumstances where the consent of a party other than the purchaser or seller is required before the assets can be assigned.

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Consent of Third Party Required for Assignment of Assets

Notwithstanding any other provision contained herein, if any of the Purchased Assets shall only be assignable with the consent or approval of any other third party (a "Third Party Consent"), the Vendor shall not be considered to be in breach of any of its obligations or to be in breach of any representation or warranty made with respect to this Agreement provided that within ________ days of the Closing Date, the Vendor shall:

(a) use all reasonable efforts, in cooperation with the Purchaser, to secure any Third Party Consent required in connection with the assignment of such Purchased Assets; and

(b) pending the effective transfer thereof, hold all rights or entitlements to such Purchased Assets in trust for the exclusive benefit of the Purchaser, provided that the Purchaser shall pay, perform and discharge all obligations arising or accruing with respect thereto during the time that the Vendor shall hold such Purchased Assets in trust.