Common use of Certain Assets Clause in Contracts

Certain Assets. (a) Prior to the Closing, the parties shall use commercially reasonable efforts to obtain the necessary landlord consent to assign to Buyer the Lease Agreement listed in Exhibit T; provided, however, that (i) Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain such landlord consent except to the extent Buyer agrees to reimburse Seller for any such payment made by Seller or any of its Affiliates at the request of Buyer, (ii) neither Seller nor any of its Affiliates shall be required to make any proposal or request to assign such Lease Agreement and (iii) no proposal or request to assign such Lease Agreement shall be made without the prior written consent of Seller. If, prior to the Closing, the necessary landlord consent with respect to such Lease Agreement has not been obtained, then (x) all assets of Seller or any of the Companies solely related to the store leased by Seller or any of the Companies pursuant to such Lease Agreement shall constitute Excluded Assets, (y) all assets and liabilities solely related to such store shall be excluded from the calculations of Reference Working Capital and Final Working Capital and (z) the Adjusted Purchase Price shall be reduced in the amount set forth on Exhibit T. (b) In the event that the necessary landlord consent with respect to the Lease Agreement listed on Exhibit T has not been obtained prior to the Closing but Seller obtains such landlord consent within 90 days following the Closing Date, Seller shall notify Buyer in writing. As promptly as practicable following the delivery of such notice, Buyer shall pay to Seller by wire transfer of immediately available funds an amount equal to the agreed value of the store with respect to which such notice relates, and Seller will, or will cause the Companies to, convey to Buyer such store and all assets of Seller or any of the Companies solely related to such store.

Certain Assets. (a) Prior To the extent that any Transferred Patent, Jointly Owned Patent or Specified UK Patent that is a Listed Patent, Listed Jointly Owned Patent or Specified Listed UK Patent, as applicable, any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating to any of the Closingforegoing is, notwithstanding the statement set forth at Annex I(n), owned by any Affiliate of the Sellers that is not, itself, a Seller, the parties Sellers shall cause (or, in the case of any other property that would be a Transferred Patent or Specified UK Patent if it were owned by a Seller, or any other Patent that would be a Jointly Owned Patent if any rights therein were owned by a Seller, and any invention or improvement claimed or disclosed therein or any Patent Related Documentation relating thereto, shall use commercially reasonable their best efforts to obtain the necessary landlord consent cause) such Affiliate to assign to Buyer the Lease Agreement listed in Exhibit T; provided, however, that (i) Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party to obtain such landlord consent except to the extent Buyer agrees to reimburse Seller for any such payment made by Seller or any transfer all of its Affiliates at the request of Buyerright, (ii) neither title and interest in such asset to ▇▇ ▇▇ Seller nor as soon as reasonably practicable and in any of its Affiliates shall be required to make any proposal or request to assign such Lease Agreement and (iii) no proposal or request to assign such Lease Agreement shall be made without the prior written consent of Seller. If, event prior to the Closing, and (a) in the necessary landlord consent with respect case of property that would be Transferred Patents or Specified UK Patents if they were instead owned by a Seller, such assets shall be “Transferred Patents” or “Specified UK Patents” for all purposes hereof and (b) in the case of property that would be Jointly Owned Patents if any rights therein were owned by a Seller, such assets shall be “Jointly Owned Patents” subject to such Lease the Closing Date License Agreement has not been obtained, then for all purposes hereof; it being understood that (x) all assets in the case of Seller a Specified UK Patent or any of Patent Related Documentation relating thereto, the Companies foregoing obligation shall be solely related to the store leased extent permitted by Seller or any of the Companies pursuant to such Lease Agreement shall constitute Excluded Assetsapplicable Law, and (y) all assets and liabilities solely related to such store in the case of a Jointly Owned Patent or Patent Related Documentation relating thereto, the foregoing obligation shall be excluded from deemed satisfied by obtaining for the calculations of Reference Working Capital and Final Working Capital and (z) Purchaser the Adjusted Purchase Price shall be reduced license rights granted thereunder in the amount set forth on Exhibit T. (b) In the event that the necessary landlord consent with respect to the Lease Agreement listed on Exhibit T has not been obtained prior to the Closing but Seller obtains such landlord consent within 90 days following the Closing Date, Seller shall notify Buyer in writing. As promptly as practicable following the delivery of such notice, Buyer shall pay to Seller by wire transfer of immediately available funds an amount equal to the agreed value of the store with respect to which such notice relates, and Seller will, or will cause the Companies to, convey to Buyer such store and all assets of Seller or any of the Companies solely related to such storeDate License Agreement.