Common use of Obligation to Complete Clause in Contracts

Obligation to Complete. If, with respect to any Relevant Lease for a Remainco Retained Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Remainco and Xxxxxx Partner shall commence good faith negotiations and use commercially reasonable efforts to determine how to address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of the Remainco Retained Business, including the size of the applicable Leased Property, the number of employees employed at the applicable Leased Property, the value of assets associated with the applicable Leased Property, the cost to relocate and the potential risk and Liability to each Party if any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments modifying the terms of the Relevant Lease and converting the assignment to a sublease, license or other similar agreement. If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreement, Spinco shall apply to the relevant Landlord for consent to a sublease, license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. Until such time as the relevant Lease Consent is obtained and a sublease, license or other similar agreement is completed, the provisions of Section 3.1 shall apply and, on the grant of the Lease Consent required for the applicable Leased Property, the applicable Asset Transferor shall sublease or license the applicable Leased Property to the applicable Remainco Asset Transferee or enter into a similar agreement with the applicable Remainco Asset Transferee with respect to the applicable Remainco Retained Property. 3.4

Obligation to Complete. If, with respect to any Relevant Lease for a Remainco Retained Leased Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Remainco and Xxxxxx Partner the Parties shall commence good faith negotiations and use commercially reasonable efforts to determine how to address such Relevant Lease resolve based on the relative importance of the applicable Leased Property to the operations of the Remainco Retained Spinco Business, including including, without limitation, the size of the applicable Leased Spinco Property, the number of employees employed at the applicable Leased Spinco Property, the value of assets associated with the applicable Leased Spinco Property, the cost to relocate relocate, and the potential risk and Liability liability to each Party if in the event any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts may shall include assigning such Relevant Lease to another Remainco Asset Transfereeat the appropriate entity level, providing a parent guaranty or replacement guaranty, as applicableif required by the applicable landlord, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments modifying of the size, term or other terms of the Relevant Lease and converting the restructuring a proposed lease assignment to be a sublease, license or other similar agreement. If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreementagreement is the agreed upon structure, Spinco Remainco shall apply to the relevant Landlord for consent to a sublease, sublease or license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Spinco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. Until If Remainco makes such an election, until such time as the relevant Lease Consent is obtained and a sublease, license or other similar agreement is completed, the provisions of Section 3.1 shall 2.5 will apply and, on the grant of the Lease Consent required for the applicable Leased PropertyProperty in question, the applicable Asset Transferor shall sublease or license the applicable Leased Property to the applicable Remainco Spinco Asset Transferee or enter into a similar agreement with the applicable Remainco Asset Transferee with respect to the applicable Remainco Retained relevant Leased Property. 3.4.