Common use of Further Consents Clause in Contracts

Further Consents. Subject to the provisions of Section 4.1(F), if and to the extent the parties fail to obtain before Closing the consent or approval (or an effective waiver thereof) of any third-party with respect to any item described in Section 3.5, then after the Closing -- (A) Until such consent or approval (or an effective waiver thereof) has been obtained -- (1) On behalf of the Ferro Sellers, the RandH Buyers will perform all of the Ferro Sellers' duties with respect to such item, and (2) On behalf of the RandH Buyers, the Ferro Sellers will exercise all of the Ferro Sellers' rights with respect to such item as directed by the RandH Buyers. (B) The parties will use reasonable efforts to obtain from such third parties the consents or approvals (or effective waivers thereof). (C) If the parties are unable to obtain any such consent, approval, or waiver, then (1) This Purchase Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item; and (2) The Ferro Sellers will cooperate with the RandH Buyers in any reasonable arrangement designed to provide the RandH Buyers with the benefit of the Ferro Sellers' rights under such item, including enforcement (at the RandH Buyers' expense) of any and all rights of the Ferro Sellers against such third-party as the RandH Buyers may reasonably request. Conformed Copy In use of its reasonable efforts under subsection (C) above, the Ferro Sellers will not be obligated to pay any additional consideration in order to obtain any consent, approval, or waiver. The Ferro Sellers will, however, cooperate with the RandH Buyers in obtaining a reasonable and economic solution with such third-party.

Further Consents. Subject to the provisions of Section 4.1(F), if If and to the extent the parties fail to obtain before Closing the consent or approval (or an effective waiver thereof) ), other than a Material Consent, of any third-party with respect to any item described in Section 3.5required for the assignment of the Ferro Sellers' rights under Powder Coatings Business Contracts, Leases, Licenses, Permits or other similar items, then after the Closing --Closing-- (A) Until such consent or approval (or an effective waiver thereof) has been obtained --obtained (1) On behalf of the Ferro Sellers, the RandH Buyers International Paint will perform all of the Ferro Sellers' duties with respect to such item, and (2) On behalf of the RandH BuyersInternational Paint, the Ferro Sellers will exercise all of the Ferro Sellers' rights with respect to such item as directed by the RandH BuyersInternational Paint. (B) The parties will use reasonable efforts to obtain from such third parties third-party the consents consent or approvals approval (or effective waivers waiver thereof). (C) If the parties are unable to obtain any such consent, approval, or waiver, then (1) This Purchase Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item; and (2) The Ferro Sellers will cooperate with the RandH Buyers International Paint in any reasonable arrangement designed to provide the RandH Buyers International Paint with the benefit of the Ferro Sellers' rights under such item, including enforcement (at the RandH Buyers' International Paint's expense) of any and all rights of the Ferro Sellers against such third-party as the RandH Buyers International Paint may reasonably request. Conformed Copy In use of its reasonable efforts under subsection (C) above, the Ferro Sellers will not be obligated to pay any additional consideration in order to obtain any consent, approval, or waiver. The Ferro Sellers will, however, cooperate with the RandH Buyers International Paint in obtaining a reasonable and economic solution with such third-party.