Consents; Approvals; Cooperation; Release of Encumbrances Sample Clauses

Consents; Approvals; Cooperation; Release of Encumbrances. (a) Seller shall use its best efforts, not including the payment of money or other consideration (except with respect to the License Cost), to obtain all Material Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder, unless such consent has been obtained. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller and Buyer will cooperate, in all reasonable respects, to obtain such consent as soon as practicable and, until such consent is obtained, to provide to Buyer the benefits under any Assigned Contract to which such consent relates (with Buyer responsible for all the Liabilities thereunder). In particular, in the event that any such consent is not obtained prior to Closing, then Buyer and Seller, at the sole cost and expense of Seller, shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties the economic and operational equivalent of obtaining such consent and assigning such Assigned Contract, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder. (b) Seller shall cause all Encumbrances (other than Permitted Encumbrances) on or affecting any of the Purchased Assets to be terminated and released simultaneously with or prior to the Closing (c) Seller shall (i) negotiate with Microsoft Corporation to obtain the license agreements described on Schedule 7.2(c) in favor of Buyer and (ii) cause ▇.▇. ▇▇▇▇▇▇▇ World Solutions Company to assign to Buyer license agreements for forty-five (45) concurrent users, which concurrent licenses are valid for use on each of ▇.▇. ▇▇▇▇▇▇▇ World Software and ▇.▇. ▇▇▇▇▇▇▇ One World Xe Software and pay the cost of maintenance fees for such licenses for a period of one (1) year from the Closing Date, in order to enable Buyer to operate the information technology systems of the Business consistent with past practice. Seller shall reimburse Buyer for the cost of the licenses described on Schedule 7.2(c) and ...