Common use of Consents and Waivers; Further Assurances Clause in Contracts

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party or Governmental Entity unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser shall use commercially reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with the benefit of the interest Seller had in the Purchased Asset, including performance by Seller, if economically feasible, as agent; provided, however, that Purchaser shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any contract or right of the Seller, Permit, or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred transferred, or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer transfer, or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such any contract or right of the Seller, Permit, or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Sellers shall use commercially their reasonable efforts (but without best efforts, and Buyer shall cooperate reasonably with the requirement of any payment by PurchaserSellers, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser Buyer all of the Purchased Assets. If and when any such consents will be obtained after the consummation of the Closing, the Sellers will promptly assign their rights thereunder to Buyer without payment of consideration and Buyer will, without payment of any additional consideration, assume from and after the date of such assignment the obligations thereunder (but only the obligations of the Sellers thereunder arising exclusively from, and accruing exclusively with respect to, the period after the date of such assignment (other than obligations thereunder arising as a result of the breach thereof at or prior to such assignment)). In the event any such consents or waivers are not obtained prior to the Closing Date, Seller the Sellers shall continue for a period of 180 days following the Closing to use its commercially their reasonable best efforts to obtain the relevant consents or waivers. Seller waivers until such consents or waivers are obtained, and the Sellers will cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with that Buyer shall receive the benefit interest of the interest Seller had Sellers in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by Sellerthe Sellers, if economically feasible, as agent; provided, however, that Purchaser Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements shall be construed as an agreement to assign any or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity unless and until such consent or waiver shall be given. Prior to the ClosingEach applicable Seller shall use its respective reasonable best efforts, Seller and each applicable Purchaser shall use commercially reasonable efforts (but without the requirement of any payment by Purchasercooperate reasonably with such Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements and to obtain any other consents and waivers necessary to convey to such Purchaser all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, each applicable Seller shall continue for a period of 180 days following the Closing to use its commercially respective reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and each applicable Seller will cooperate with the applicable Purchaser in any lawful and economically feasible arrangement to provide that such Purchaser with the benefit of shall receive the interest of such Seller had in the benefits under any such Purchased Asset, including performance by such Seller, if economically feasible, as agent; provided, however, provided that the applicable Purchaser shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent such Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 3.8(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the applicable Purchaser’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 10.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use its commercially reasonable efforts (but without efforts, and the requirement of any payment by PurchaserBuyer and Parent shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, provided that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Parties’ right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the any Ancillary Agreements Agreement shall be construed as an agreement to assign any a Transferred Contract, Right or other Purchased Asset or transfer of the Target Equity that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent consent, judgment or waiver of a Third Party third-party or Governmental Entity Authority unless and until such consent consent, judgment or waiver shall be given. Prior to the Closing, Seller and Purchaser Each Party shall use commercially their reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) to obtain such consents consents, judgments and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents consents, judgments and waivers necessary to convey to Purchaser Buyer all of the Purchased AssetsAssets and the Target Equity. In the event any such consents consents, judgments or waivers are not obtained prior to the Closing Date, Seller the Parties shall continue for a period of 180 days following the Closing to use its commercially their reasonable efforts to obtain the relevant consents consents, judgments or waivers. , and Seller will Group shall cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with the benefit of that Buyer shall receive the interest of Seller had in the benefits under any such Transferred Contract, Right or other Purchased Asset, including performance by SellerSeller Group, if economically and legally feasible, as agent; provided. Nothing in this Section 2.5(a) shall affect Buyer’s right to terminate this Agreement under Section 10.1 (Termination) in the event that any consent or waiver, howeveras described herein, that Purchaser shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consents or waivers had been is not obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).ASIA 34949044 24

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements shall be construed as an agreement or obligation to assign any Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity unless and until such consent or waiver shall be given. Prior In the event any such consents or waivers are not obtained prior to the ClosingClosing Date, the Seller Parties shall, and the Purchaser shall use commercially reasonable efforts (but without cooperate reasonably with the requirement of any payment by PurchaserSeller Parties to, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement Agreement, the Purchaser Ancillary Agreements or the Seller Ancillary Agreements and to obtain any other consents and waivers necessary to convey to the Purchaser all of the Purchased AssetsAssets until such consents or waivers are obtained; provided, however, that neither Party shall be required to make any payment to a third party in order to obtain its consent. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue Parties will cooperate with the Purchaser in any lawful arrangement and for a reasonable period of 180 days following the Closing to use its commercially reasonable efforts to obtain provide that the relevant consents or waivers. Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide Purchaser with shall receive the benefit interest of the interest Seller had in the benefits under any such Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that the Purchaser shall undertake to pay or satisfy the any corresponding Liabilities for the enjoyment of such benefit to the extent the Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, provided that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.6(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect under and to such Excluded Asset(s)the extent provided in Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements Transaction Documents shall be construed as an agreement to assign lease, sell, assign, transfer or deliver any Purchased Asset Talisker Contract, Permit, Right or other Property that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser Talisker shall use commercially reasonable efforts (but without the requirement of any payment by Purchaserefforts, Seller or a Specified Affiliate) and Buyer shall cooperate reasonably with Talisker, to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements Transaction Documents and to obtain any other consents and waivers necessary to convey to Purchaser Buyer all of the Purchased Business Assets. In the event any such consents or waivers required to consummate the Transactions are not obtained prior to the Closing Date, Seller Talisker shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller waivers until such consents or waivers are obtained, and Talisker will cooperate with Purchaser Buyer in any lawful and economically feasible arrangement to provide Purchaser with the benefit of that Buyer shall receive the interest Seller had of Talisker in the Purchased Assetbenefits under any such Talisker Contract, Permit, Right or other Property, including performance by SellerTalisker, if economically feasible, as agent; provided, however, that Purchaser Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement under Section 9.1 in the event that any consent listed on Exhibit II is not obtained. In addition, the parties acknowledge and agree that the arrangements set forth on Exhibit II with respect to certain of the consents listed on such exhibit are arrangements that Buyer may implement in its sole discretion, but subject to the terms, conditions and limitations set forth on Exhibit II, if it waives in whole or in part the condition to closing set forth in Section 7.3(b) with respect to such Excluded Asset(s)identified consents.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the any Ancillary Agreements Agreement shall be construed as an agreement to assign any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially its reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasibleat the Buyer’s expense, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Purchased Transferred Contract, Permit, right or other Transferred Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Selling Parties shall use their respective commercially reasonable efforts (but without efforts, and Xxxxx-Xxxxxx shall cooperate reasonably with the requirement of any payment by PurchaserSelling Parties, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the any impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser Xxxxx-Xxxxxx all of the Purchased Transferred Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller the Selling Parties shall continue for a period of 180 days following the Closing to use its their respective commercially reasonable efforts to obtain the relevant consents or waivers. Seller , and the Selling Parties will reasonably cooperate with Purchaser Xxxxx-Xxxxxx in any lawful and economically feasible arrangement to provide Purchaser with that Xxxxx-Xxxxxx shall receive the benefit interest of the interest Seller had Selling Parties in the Purchased benefits under any such Transferred Contract, Permit, right or other Transferred Asset, including performance by Sellerthe Selling Parties, if economically feasible, as agent; provided, however, that Purchaser shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Purchased Asset or Assumed Liability that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, Seller and Purchaser The Parties shall use commercially reasonable efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser Xxx all of the Purchased AssetsBusiness. In the event any such consents or waivers are not obtained prior to the Closing Date, Seller Equillium shall continue for a period of 180 days [***] following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. Seller will Equillium shall reasonably cooperate with Purchaser Xxx in any lawful and economically feasible arrangement to provide Purchaser Xxx with the benefit of the interest Seller Equillium had in the each Purchased AssetAsset not sold, assigned, transferred or delivered to Ono, including performance by SellerXxxxxxxxx, if economically feasible, as agent; provided, however, that Purchaser Xxx shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser Xxx would have been responsible therefor hereunder if such consents or waivers had been obtained. ThereafterAfter the expiry of such [***]period, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller Equillium shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement Ono with respect to such Excluded Asset(s)Assets.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Business Contract, Right or other Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to Except as contemplated in the ClosingMaster Reseller and Subcontractor Agreement, the Seller and Purchaser shall use commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to commence litigation or offer or grant any financial or other accommodation to any third party), and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts (including the dedication of resources thereto, but without any obligation to commence litigation or offer or grant any financial or other accommodation to any third party) to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement arrangement, including performance by the Seller as agent for such period of time as may be necessary, to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Business Contract, Right or other Purchased Asset, including performance by Sellerany funds, goods or other benefits due under such Business Contract, Right or other Purchased Asset to the extent the Buyer would have been entitled thereto if economically feasible, as agentsuch consents or waivers had been obtained; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign assign, transfer or deliver any Seller Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to The Seller Companies and the Closing, Seller and Purchaser Stockholder shall use commercially reasonable their best efforts (but without the requirement of any payment by Purchaser, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any all other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing DateClosing, the Seller Companies and the Stockholder shall continue for a period of 180 days following the Closing to use its commercially reasonable their best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller Companies and the Stockholder will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest relevant Seller had Company in the benefits under any such Seller Contract, Permit, Right or other Purchased Asset, including performance by Sellersuch Seller Company, if economically feasible, as agent; provided, however, that Purchaser shall undertake to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Business Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser Parties shall use commercially their reasonable efforts (but without best efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller Parties, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, the Seller Parties shall continue for a period of 180 days following the Closing to use its commercially their reasonable best efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller Parties will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Business Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements Transaction Documents shall be construed as an agreement to assign lease, sell, assign, transfer or deliver any Purchased Assumed Contract or other Business Asset that by its terms or pursuant to applicable Law is not capable of being leased, sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior Subject to the ClosingSection 5.4, Seller and Purchaser Sellers shall use commercially reasonable efforts (but without the requirement efforts, and Buyer shall cooperate in full with all reasonable requests of any payment by PurchaserSellers, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the lease, sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements Transaction Documents and to obtain any other consents and waivers necessary to convey to Purchaser Buyer all of the Purchased Assumed Contracts and the Business Assets. In the event any such consents or waivers required to transfer the Assumed Contracts or Business Assets are not obtained prior to the Closing Date, Seller shall Sellers shall, subject to Section 5.4, continue for a period of 180 days following the Closing to use its their respective commercially reasonable efforts to obtain the relevant consents or waivers. Seller will waivers until such consents or waivers are obtained, and Sellers shall cooperate in full with Purchaser all reasonable requests of Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit of Buyer shall receive the interest Seller had of Sellers in the Purchased Assetbenefits under any such Assumed Contracts or Business Assets, including performance by Seller, if economically feasibleSellers, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under this Agreement with respect to such Excluded Asset(s).

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Seller Contract, Right or other Purchased Asset that by its terms or pursuant to applicable Applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use its commercially reasonable efforts (but without shall not be required to make payments to such third party or Governmental Authority), and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, to the extent it is reasonably likely that such consent or waiver can be obtained using commercially reasonable efforts, the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts (but shall not be required to make payments to such third party or Governmental Authority) to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser the Buyer in any lawful and economically feasible arrangement to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Seller Contract, Right or other Purchased Asset, including performance by Seller, if economically feasible, as agent; provided, however, that Purchaser the Buyer shall undertake to pay or satisfy the corresponding Liabilities liabilities for the enjoyment of such benefit to the extent Purchaser the Buyer would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset Nothing in this Section 2.5(a) shall be deemed an Excluded Asset and Seller shall have no further obligation affect the Buyer’s right to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.

Consents and Waivers; Further Assurances. (a) Nothing in this Agreement or the Ancillary Agreements shall be construed as an agreement to assign any Assumed Contract, Permit, Right or other Purchased Asset that by its terms or pursuant to applicable Law is not capable of being sold, assigned, transferred or delivered or, if applicable, bifurcated without the consent or waiver of a Third Party third party or Governmental Entity Authority unless and until such consent or waiver shall be given. Prior to the Closing, The Seller and Purchaser shall use commercially reasonable efforts (but without efforts, and the requirement of any payment by PurchaserBuyer shall cooperate reasonably with the Seller, Seller or a Specified Affiliate) to obtain such consents and waivers and to resolve the impediments to the sale, assignment, transfer or delivery contemplated by this Agreement or the Ancillary Agreements and to obtain any other consents and waivers necessary to convey to Purchaser the Buyer all of the Purchased Assets. In the event any such consents or waivers are not obtained prior to the Closing Date, (i) the Seller shall continue for a period of 180 days following the Closing to use its commercially reasonable efforts to obtain the relevant consents or waivers. waivers until such consents or waivers are obtained, and the Seller will cooperate with Purchaser in any lawful and economically feasible arrangement the Buyer to provide Purchaser with that the benefit Buyer shall receive the interest of the interest Seller had in the benefits under any such Assumed Contract, Permit, Right or other Purchased Asset, including performance by the Seller, if economically feasible, as agent; provided, however, that Purchaser . Nothing in this Section 2.5(a) shall undertake affect the Buyer’s right to pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consents or waivers had been obtained. Thereafter, any unassigned Purchased Asset shall be deemed an Excluded Asset and Seller shall have no further obligation to Purchaser, and Purchaser shall have no recourse against Seller or any Seller Affiliate under terminate this Agreement with respect to such Excluded Asset(s)under Section 9.1 in the event that any consent or waiver as described herein is not obtained.