Common use of Consents and Cooperation Clause in Contracts

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closing, the Buyer will submit applicable licensure applications for a change of ownership for the Acquired Companies with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Consents and Seller Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies (or any of them) from and after the Core Portfolio Closing Date and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Properties, and Sellers shall, and shall cause each Acquired Company to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers the Buyer shall use commercially reasonable efforts to obtain all Seller Consents (as defined in the Purchase Agreement) and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable appropriate licensure applications for a change of ownership for the Acquired Companies Casablanca Subsidiaries with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Seller Consents and Seller Buyer Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company Casablanca Subsidiary that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Option Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies Casablanca Subsidiaries (or any of them) from and after the Core Portfolio Closing Date or (c) take any action involving more than nominal expense, cost or burden prior to the delivery of an Exercise Notice and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies Casablanca Subsidiaries or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Casablanca Properties, and Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Casablanca Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers Seller and Buyers VSCRE shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable licensure applications for a change of ownership for the Acquired Companies with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers Seller, VSCRE and the Buyer shall use commercially reasonable efforts to obtain all consents, permits, approvals of, and exemptions by, any Governmental Entity and all other consents and approvals of Persons (other than any Governmental Entity), in each case as set forth in Section 6.3 of the Disclosure Schedule (collectively, the “Material Consents”). Seller and VSCRE shall reasonably assist and cooperate with the other Buyer in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Consents and Seller Consents Material Consent (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers Seller, VSCRE or any Acquired Company Subsidiary that counsel to the Buyer determines determines, acting practically, is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller ConsentsMaterial Consent). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documentsthis Agreement. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents this Agreement as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers Seller decide that litigation is not in their respective best interests. The Buyer Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and Sellers agreed that no party hereto shall each have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) 60 days after the date of this Agreement or (ii) the date of a ruling or Order preliminarily enjoining such transaction issued by a court of competent jurisdiction. Each of the Buyer, Seller and VSCRE shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the such transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiariessubsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries subsidiaries or any Affiliates thereof or the Acquired Companies (Seller or any of them) its Affiliates from and after the Core Portfolio Closing Date and (ii) none of Sellers Seller, VSCRE, the Subsidiaries or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies or a material adverse effect on the Buyer, any of its Subsidiaries subsidiaries or any Affiliates thereof or any the Seller or any of their respective its Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers Seller and VSCRE shall, and shall cause each Acquired Company Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer Buyer, acting practically, with respect to the Acquired PropertiesReal Property Assets, and Sellers Seller and VSCRE shall, and shall cause each Acquired Company Subsidiary to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Properties Real Property Assets and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers the Buyer shall use commercially reasonable efforts to obtain all Seller Consents (as defined in the Purchase Agreement) and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable appropriate licensure applications for a change of ownership for the Acquired Companies Casablanca Subsidiaries with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Seller Consents and Seller Buyer Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company Casablanca Subsidiary that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Option Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies Casablanca Subsidiaries (or any of them) from and after the Core Portfolio Closing Date or (c) take any action involving more than nominal expense, cost or burden prior to the delivery of an Exercise Notice and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies Casablanca Subsidiaries or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Casablanca Properties, and Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, subject to the last sentence of Section 6.2(a6.2 (a), grant access to the Acquired Casablanca Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.