Common use of Joint Contracts Clause in Contracts

Joint Contracts. Schedule 5.17 sets forth each third party Material Contract to which both GNLV and GNL are parties (collectively, the “Joint Contracts”). Seller shall use its reasonable best efforts to cause the Joint Contracts to be “split-out” prior to Closing (which may include entering into one or more new separate agreements) so that GNLV is a party to a contract with the service provider in question only and not together with GNL and, in connection therewith, Seller shall use its reasonable best efforts to provide for a release of GNLV of all Liability or Losses under the Joint Contract as to services provided to, or the actions by or on behalf of, GNL; provided that the Purchaser shall provide all reasonable cooperation to Seller in furtherance of this Section 5.17 as Seller may reasonably request; provided, further, that for the purposes of this Section 5.17, reasonable best efforts shall not require Seller or any of its Affiliates to incur or pay any out-of-pocket expenses or costs except those which are timely reimbursed by Purchaser or any of its Affiliates. Purchaser shall use its reasonable best efforts to cooperate with Seller in its efforts to obtain any such “split-out.”

Appears in 1 contract

Sources: Stock Purchase Agreement (Landrys Restaurants Inc)

Joint Contracts. Schedule 5.17 sets forth each third party Material Contract to which both GNLV and GNL are parties (collectively, the "Joint Contracts"). Seller shall use its reasonable best efforts to cause the Joint Contracts to be "split-out" prior to Closing (which may include entering into one or more new separate agreements) so that GNLV is a party to a contract with the service provider in question only and not together with GNL and, in connection therewith, Seller shall use its reasonable best efforts to provide for a release of GNLV of all Liability or Losses under the Joint Contract as to services provided to, or the actions by or on behalf of, GNL; provided that the Purchaser shall provide all reasonable cooperation to Seller in furtherance of this Section 5.17 as Seller may reasonably request; provided, further, that for the purposes of this Section 5.17, reasonable best efforts shall not require Seller or any of its Affiliates to incur or pay any out-of-pocket expenses or costs except those which are timely reimbursed by Purchaser or any of its Affiliates. Purchaser shall use its reasonable best efforts to cooperate with Seller in its efforts to obtain any such "split-out."

Appears in 1 contract

Sources: Stock Purchase Agreement (Poster Financial Group Inc)