Common use of Applicable Consents Clause in Contracts

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property and (i) the holder of such Applicable Consent is a governmental authority, (ii) the failure to obtain such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest.

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). All requests for consents shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would (A) be void, (B) cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, such Lease or (iiiC) result in any monetary penalty or material modification of such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, then all documentation to be delivered at Closing with respect to such Conveyed Property (Lease and any associated Listed Interest and other Conveyed PropertiesProperties (collectively, the “Affected Interest”) (including a separate Assignment transferring such Affected Interest to Buyer) shall be fully executed and dated at Closing but not be included in the Conveyed Properties conveyed by Seller delivered to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestAffected Interest in accordance with Section 2.2(b)(iv).

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed PropertiesInterest) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and but no reduction to the Purchase Price at Closing shall be adjusted downward by the Allocated Value of any such Listed Interestmade with respect thereto.

Applicable Consents. (a) With respect Prior to each Applicable Consentclosing hereunder, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than consents, excluding Customary Post-Closing Consents) , necessary to transfer the Conveyed Properties ½ Property Share to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller EPC (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closingclosing hereunder, until the expiration of 120 days after the closing hereunder (“Cure Period Period”) (provided, however, that Seller Sellers shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed NPR Property at Closingclosing hereunder, an undivided one-half interest of such Conveyed NPR Property shall be included in the Conveyed Properties ½ Property Share conveyed by Seller to Buyer EPC pursuant to this Agreement at the Closingclosing hereunder, without any reduction to the EPC Purchase Price with respect thereto; provided, however, that, if, as of the Closingclosing hereunder, Seller has Sellers have not obtained any Applicable Consent with respect to any Conveyed Property and (i) Lease that contains language to the holder effect that the transfer of such Applicable Consent is a governmental authority, (ii) the failure to obtain Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed NPR Properties) shall not be included in the Conveyed Properties ½ Property Share conveyed by Seller Sellers to Buyer EPC pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)closing hereunder, and the EPC Purchase Price shall be adjusted downward by one-half of the Allocated Value of the NPR Property Rights to such Lease set forth in the NPR PSA. If following closing hereunder (but prior to the expiration of the Cure Period) any Required Consent applicable to a Lease that was excluded from the ½ Property Share conveyed by Seller to EPC at Closing pursuant to this Section 5.9(a) is obtained, then within ten (10) Business Days of obtaining such Listed Interest.Required Consent, Sellers shall assign to EPC pursuant to an assignment in substantially the same form as the Assignment, an undivided one-half of the NPR Property rights to such Lease (and, if applicable, an undivided one-half any associated other NPR Properties) and the EPC Purchase Price shall be increased by an amount equal to one-half of the Allocated Value of such NPR Properties set forth in the NPR PSA. (b) If any Applicable Consent with respect to any Applicable Contract is not obtained prior to the closing hereunder, then, until the earlier of the expiration of the Cure Period and such time that such Applicable Consent is obtained (or denied in writing), to the extent permissible under Law and under the terms of such Applicable Contract, Sellers shall provide to EPC the benefits and burdens of such Applicable Contract to the extent attributable to the ½ Property Share of such Applicable Contract which would otherwise have been assigned to EPC at closing hereunder, and EPC shall promptly reimburse Sellers for, and shall DEFEND, INDEMNIFY and HOLD HARMLESS Sellers (and each of the other Foundation Indemnified Parties) from and against any and all obligations and Liabilities incurred by Sellers (or any of the other Foundation

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestInterest in accordance with Section 2.2(b)(iv).

Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts efforts, at Buyer’s expense, to procure such any required third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property Lease and (i) the holder of such Applicable Consent is a governmental authority, authority or (ii) the failure Lease contains language to obtain the effect that the transfer of the Lease without such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) cause the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing Lease (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property Lease (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent)Closing, and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed InterestInterest in accordance with Section 3.2(b)(iv).