Common use of Backstop Agreements Clause in Contracts

Backstop Agreements. Each Party shall use its commercially reasonable efforts to procure the satisfaction of Section 7.1(d) in respect of the backstop agreements specified in Section 6.12 of the Sellers Disclosure Letter (the “Backstop Agreements”); provided that if any alternative arrangement referenced in Section 7.1(d)(ii) (a) would require Sellers or their Affiliates to make any payment or incur any third-party costs (except if Purchaser agrees to reimburse such payment or costs), (b) would reasonably be expected to require any material clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority which cannot reasonably be expected to be made or procured by Sellers and their Affiliates, or (c) cannot reasonably be achieved within 45 days of the date of this Agreement (which time period, for the avoidance of doubt, includes the time required to make or procure any clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority), then Purchaser shall not pursue such alternative arrangement and shall use its commercially reasonable efforts to procure the satisfaction of Section 7.1(d)(i) in respect of the applicable Backstop Agreement.