Common use of Seller and Buyer Clause in Contracts

Seller and Buyer. acknowledge Buyer intends to assign Buyer's interest in this Agreement before Closing to a third party. Buyer may assign this Agreement and the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release and discharge Buyer as named on page 1 of this Agreement (for purposes of this Section 18, the "Named Buyer") from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and in connection with the Property. After any such assignment, Seller will look solely to Assignee for the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated in the name of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive Closing.

Seller and Buyer. acknowledge stipulate and agree that Schedule 1 is a list of all amounts due and owing by Seller to Buyer intends to assign Buyer's interest in as of the date of this Agreement before Closing pursuant to a third party. Buyer may assign this the Amended Purchase Agreement and joint interest billings delivered prior to thx xxxx xereof to Seller by Buyer, or its Affiliate, acting in its capacity as operator under the rightsterms of the joint operating agreements in effect with respect to those Assets also identified on Schedule 1, dutiesnet of all production revenues attributable to the interests of Seller in such Assets received by Buyer, interestsor its Affiliate, prior to, and obligations of Buyer hereunder that had not been distributed to a third party (Seller as of, the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release and discharge Buyer as named on page 1 date of this Agreement (for purposes the "Unpaid Obligations"). Buyer hereby releases, remises, acquits, and forever discharges Seller from the obligation to pay, and waives and relinquishes to Seller any Claim that Buyer may have against Seller under the terms of this Section 18the Amended Purchase Agreement, the "Named applicable joint operating agreements, or otherwise with respect to, the Unpaid Obligations. In consideration of such release, discharge, and waiver by Buyer") from all obligations, dutiesSeller has, liabilities, claims and responsibilities of Buyer under this Agreement and in connection concurrently with the Property. After any such assignment, Seller will look solely to Assignee for the performance and discharge execution of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, executed and delivered to Buyer, in sufficient numbers of counterparts to facilitate recording in all relevant jurisdictions, an Assignment, Bill of Sale, and Conveyance sxxxxantially in the form attached hereto as if Assignee had been Exhibit F, pursuant to which Seller has conveyed to Buyer all Retained Interests excepted and reserved by Seller in the original Conveyances executed and delivered by Seller to Buyer under this Agreement. Upon at the assignment Closings referred to in Sections 2.2(b), 2.2(c), and assumption, Assignee shall become 2.2(d) of the Amended Purchase Agreement (the "Buyer" Transferred Retained Interests"). Such conveyance of the Transferred Retained Interests has been made effective as of the Revised Effective Time. Such conveyance is executed in lieu of the exercise by Seller or Buyer of the Retained Interests Option under this Section 8.4 of the Amended Purchase Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If the Amended Purchase Agreement is hereby amended to delete such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated provision in the name of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive Closingentirety.

Seller and Buyer. acknowledge shall work together and cooperate in order to obtain and cause to be delivered to Buyer intends to assign (for Buyer's use for purposes of obtaining title insurance and confirmatory due diligence in respect of Seller's representations set forth in Section 4.4) and Seller as promptly as practicable following execution of this Agreement, copies of commitments to issue owner's or leasehold title insurance policies ("Title Commitments") for each Site as to ----------------- which Seller has an insurable real property interest ("Insurable Sites") in this Agreement before Closing --------------- accordance with the letter agreement among the Title Company, Seller and Buyer. The costs of obtaining the Title Commitments and title insurance policies pursuant to a third party. Buyer may assign this Agreement and the rights, duties, interests, and obligations of Buyer hereunder to a third party Title Commitments (the "AssigneeTitle Policies") on (at the Closing Date without rate of $1,100 -------------- per Site up to a maximum of $2,132,900 in the consent aggregate, which includes "breakage" and "cancellation" fees associated therewith) and fees of the Title Company for attendance at the Closings shall, subject to the last sentence of this Section 6.12(a), be shared equally by Buyer and Seller. , and at the Initial Closing, Buyer shall provide reimburse Seller with notice for Buyer's portion of such costs (to the extent that Buyer's portion of such costs was initially borne by Seller). Except as provided in Section 3.2, any assignment title insurance premiums or costs relating to the Title Policies (other than fees of the Title Company for attendance at the Closings) which are in excess of the $1,100 per Site average or in excess of $2,132,900 in the aggregate shall be paid by Buyer. Upon execution of an assignment and assumption agreement between If, at any proposed Closing (other than the Final Closing) relating to any Insurable Site for which a Title Commitment shall have been issued, Buyer and Assignee which provides for Assignee's assumption of shall be unable to obtain a Title Policy insuring its interest in such Site notwithstanding Buyer's rightshaving exercised its commercially reasonable efforts to do so, obligationsthen, provided that Buyer shall continue to exercise commercially reasonable efforts to obtain such Title Policy, Buyer shall have the right to defer the transfer and assignment of such Site to the next Closing hereunder; provided, however, that, -------- ------- notwithstanding the foregoing, (x) provided that Seller has reasonably cooperated with Buyer in selecting the Sites to be transferred and assigned to Buyer at the Initial Closing, in no event shall Buyer have the right to defer the transfer and assignment of any Site if the effect of such deferral would be that fewer than 350 Sites would be transferred and assigned at the Initial Closing, and duties under (y) Buyer's ability to obtain Title Policies for any or all of the Sites in and of itself shall not be a closing condition hereunder, and any Sites the transfer and assignment of which shall have been deferred pursuant to this sentence shall be transferred and assigned at the next Closing following the date on which Buyer is able to obtain Title Insurance therefor (Buyer hereby agreeing to continue to exercise commercially reasonable efforts to do so) or, if Buyer shall have continued to be unable to obtain Title Insurance therefor, at the Final Closing, regardless of the state of title therefor, subject to the other conditions of this Agreement. Buyer acknowledges and agrees that, unless the conditions set forth in Article VIII shall fail to be satisfied, Buyer shall be obligated to purchase all of the Sites (other than Excluded Sites and Strategic Sites) regardless of the state (or absence) of title thereto, the title defects or other Liens applicable thereto, or the inability to obtain a Title Commitment or Title Policy therefor. Any amounts incurred by Seller pursuant to this Section 6.12 shall fully release be applied toward the Cap described in Section 10.3. Seller's obligations pursuant to the second and discharge Buyer as named on page 1 of this Agreement (for purposes third sentences of this Section 18, the "Named Buyer"6.12(a) from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and in connection with the Property. After any such assignment, Seller will look solely to Assignee for the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, shall be determined as if Assignee had been the original Buyer under this Agreement. Upon the assignment all Excluded Sites and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated in the name of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive ClosingStrategic Sites were Sites.

Seller and Buyer. acknowledge Buyer intends to assign Buyer's interest and agree that Seller acquired the Property through a sale\leaseback with the present tenant. Seller has been an absentee landlord. Consequently, Seller has little, if any, knowledge of the physical characteristics of the Property. Accordingly, except as otherwise specifically stated in this Agreement before Closing to a third party. Buyer may assign this Agreement and the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release hereby specifically disclaims any warranty, guaranty, or representation, oral or written, past, present, or future of, as to, or concerning (i) the nature and discharge Buyer as named on page 1 condition of this Agreement (for purposes of this Section 18the Property, including, without limitation, the "Named Buyer"water, soil, and geology, and the suitability thereof and of the Property for any and all activities and uses which Buyer may elect to conduct thereon; (ii) from all obligationsexcept for the warranty contained in the Deed to be delivered by Seller at the Closing, dutiesthe nature and extent of any right of way, liabilitiesLease, claims possession, lien, encumbrance, license, reservation, condition, or otherwise, and responsibilities (iii) the compliance of the Property or its operation with any laws, ordinances, or regulations of any government or other body. Buyer under this Agreement and in connection with acknowledges that having been given the opportunity to inspect the Property, Buyer is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller except as set forth herein. After Buyer further acknowledges that the information provided and to be provided with respect to the Property by Seller was obtained from a variety of sources and Seller neither (a) has made independent investigation or verification of such information, or (b) makes any representations as to the accuracy or completeness of such assignment, Seller will look solely to Assignee for the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreementinformation. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the The sale of the Property contemplated by this Agreement shall be consummated as provided for herein is made on an "AS IS" basis, and Buyer expressly acknowledges that, in the name consideration of the Assignee agreements of Seller herein, except as otherwise specified herein, Seller makes no Warranty or its assigneerepresentation, Express or Implied, or arising by operation of law, including, but not limited to, any warranty or condition, habitability, tenantability, suitability for commercial purposes, merchantability, or fitness for a particular purpose, in respect of the Property. Seller shall not assign this Agreement to any person or entityBUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS THEN PRESENT CONDITION, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive ClosingAS IS, WHERE IS, AND SELLER HAS NO OBLIGATION TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

Seller and Buyer. acknowledge Buyer intends each agree to assign Buyer's interest in this Agreement before Closing use their commercially reasonable efforts (x) to a third party. Buyer may assign this Agreement take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment transactions contemplated by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release and discharge Buyer as named on page 1 of this Agreement (for purposes of this Section 18, to cooperate with the "Named Buyer") from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and other in connection with the Property. After foregoing, and (y) to refrain from taking, or cause to be refrained from taking, any such assignmentaction and to refrain from doing or causing to be done, Seller will look solely anything which could reasonably be expected to Assignee for impede or impair the performance consummation and discharge the making effective as promptly as practicable of all the duties, obligations, liabilities and responsibilities of Buyer under transactions contemplated by this Agreement, as if Assignee had been including using its commercially reasonable efforts (i) to obtain all necessary waivers, consents, releases and approvals from other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the original Buyer under this Agreement. Upon ability of the assignment parties hereto to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and assumptionfilings, Assignee shall become the "Buyer" under including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, including, without limitation, any Governmental Antitrust Authority, (v) to fulfill all conditions to this Agreement, with all rights, duties, interests, liabilities and obligations (vi) to correct any title defects which Buyer reasonably believes have or would reasonably be expected to have a material adverse effect on the ability of Buyer to use any Site in the manner currently used (Buyer hereby agreeing to identify any such title defects by written notice to Seller as promptly as reasonably practicable, which notice shall specify the nature of the title defect and the method by which Buyer proposes to cure the title defect), provided that the correction of any such title defect shall not, in and of itself, be a closing condition hereunder. If such assignment shall be madeSeller and Buyer further covenant and agree, then with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the sale ability of the Property parties hereto to consummate the transactions contemplated by hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In no event, however, shall Seller or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 6.2 (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. In addition, notwithstanding anything to the contrary in this Section 6.2 or otherwise, nothing in this Agreement shall be consummated prevent or restrict Seller or any of its Subsidiaries from engaging in the name any merger, acquisition or business combination transaction, or any disposition of the Assignee any assets (other than a disposition to a Person other than Buyer of any Site (other than an Excluded Site)), or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive Closingother corporate transaction.

Seller and Buyer. acknowledge Buyer intends and agree that Seller may continue to assign Buyer's interest pursue any action, suits or proceedings commenced prior to Closing if the party against which Seller has brought such claim is no longer a Tenant in this Agreement before Closing to possession of a third party. Buyer may assign this Agreement and the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release and discharge Buyer as named on page 1 of this Agreement (for purposes of this Section 18, the "Named Buyer") from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and in connection with the Property. After any such assignment, Seller will look solely to Assignee for the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale portion of the Property contemplated by pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding in accordance with the standard set forth in this Agreement paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be consummated due to the other party under Section 7.2.6 without the prior written approval of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the name best interest of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, both Buyer and any such assignment or attempted assignment shall be void and of no force or effectSeller. The provisions of this Section 18 7.2.6 shall survive Closingthe Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreement.

Seller and Buyer. acknowledge Buyer intends to assign Buyer's interest in Parent and Guarantor shall cooperate with each other and, as promptly as practicable after the date of this Agreement before Closing to a third party. Buyer may assign this Agreement Agreement: (i) prepare and the rightsmake with any other Governmental Authority having jurisdiction over Seller, dutiesBuyer, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rightsParent or the Zion Assets, obligationsall filings required to be made with respect to the transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and duties under this Agreementfilings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the transfer or reissuance to Buyer of all Permits, Seller shall fully release Environmental Permits, consents, approvals and discharge Buyer as named on page 1 authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement (including the Required Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller or Buyer, 45 Buyer's Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for purposes additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective Commercially Reasonable Efforts to cause regulatory approval to be obtained at the earliest possible date after the date of this filing. Except as otherwise provided in Section 186.7.1, the "Named Buyer") from Parties shall equally share costs of the preparation and review of any filing with any Governmental Authority, and the Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall have the right to review in advance all obligations, duties, liabilities, claims and responsibilities characterizations of Buyer under the information relating to the transactions contemplated by this Agreement and which appear in any filing made in connection with the Property. After transactions contemplated hereby and the filing Party shall consider in good faith any such assignment, Seller will look solely to Assignee for revisions reasonably requested by the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated in the name of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive Closingnon-filing Party.

Seller and Buyer. acknowledge intend the transfers of ---------- Receivables hereunder to be true sales by Seller to Buyer intends to assign Buyer's that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the Receivables. Buyer and Seller do not intend that the conveyance of the Purchased Assets by Seller be deemed a grant of a lien on or security interest in this Agreement before Closing the Purchased Assets by Seller to Buyer to secure a third party. Buyer may assign this Agreement and the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent debt or other obligation of Seller. Buyer However, in the event that, notwithstanding the intent of the parties, any Purchased Assets are property of Seller's estate, then (i) this Agreement also shall provide Seller with notice of any assignment by Buyer. Upon execution of be deemed to be and hereby is an assignment of mortgage and assumption a security agreement between Buyer and Assignee which provides for Assignee's assumption within the meaning of Buyer's rights, obligationsthe UCC, and duties under this Agreement, (ii) the conveyance by Seller shall fully release and discharge Buyer as named on page 1 of this Agreement (provided for purposes of this Section 18, the "Named Buyer") from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and in connection with the Property. After any such assignment, Seller will look solely to Assignee for the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a lien on and security interest in and to all of Seller's right, title and interest in, whether now owned or hereafter acquired, to and under the Purchased Assets to secure (1) the rights of Buyer hereunder and (2) a nonrecourse loan by Buyer to Seller in the name amount of the Assignee or its assigneerelated Purchase Price of the Purchased Assets sold by Seller to Buyer. Seller and Buyer, to the extent consistent with this Agreement, shall not assign take such actions as may be necessary to ensure that if this Agreement were deemed to any person or entitycreate a lien on and security interest in the Purchased Assets, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law ab initio and any will be maintained as such assignment or attempted assignment shall be void and of no force or effect. The provisions throughout the term of this Section 18 shall survive ClosingAgreement.

Seller and Buyer. acknowledge Buyer intends to assign Buyer's interest in this Agreement before Closing to a third party. Buyer may assign this Agreement ’s Parent and Guarantor shall cooperate with each other and, as promptly as practicable after the rights, duties, interests, and obligations date of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement: (i) prepare and make with any other Governmental Authority having jurisdiction over Seller, Seller shall fully release Buyer, Buyer’s Parent or the Zion Assets, all filings required to be made with respect to the transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and discharge filings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the transfer or reissuance to Buyer as named on page 1 of all Permits, Environmental Permits, consents, approvals and authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement (including the Required Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller or Buyer, Buyer’s Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for purposes additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective Commercially Reasonable Efforts to cause regulatory approval to be obtained at the earliest possible date after the date of this filing. Except as otherwise provided in Section 186.7.1, the "Named Buyer") from Parties shall equally share costs of the preparation and review of any filing with any Governmental Authority, and the Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall have the right to review in advance all obligations, duties, liabilities, claims and responsibilities characterizations of Buyer under the information relating to the transactions contemplated by this Agreement and which appear in any filing made in connection with the Property. After transactions contemplated hereby and the filing Party shall consider in good faith any such assignment, Seller will look solely to Assignee for revisions reasonably requested by the performance and discharge of all the duties, obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such assignment shall be made, then the sale of the Property contemplated by this Agreement shall be consummated in the name of the Assignee or its assignee. Seller shall not assign this Agreement to any person or entity, and any such assignment or attempted assignment shall be void and of no force or effect. The provisions of this Section 18 shall survive Closingnon-filing Party.