Common use of Obtaining Consents Clause in Contracts

Obtaining Consents. If the purchase and sale contemplated by this Agreement requires that consent or approval be obtained prior to any transfer or assignment of Storage Assets, Buyer (except to the extent of Seller's undertakings with respect thereto as described in this Section 6.07) shall be responsible, at its sole cost, for obtaining such consent or approval. To the Knowledge of Seller, Schedule 6.07 lists all of the consents and approvals required to be obtained prior to any transfer or assignment of the Storage Assets to Buyer. Subject to the last sentence of this Section 6.07(a), commencing with the execution of this Agreement, Seller will: (i) use reasonable diligence to prepare appropriate requests for consent and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; (ii) use reasonable diligence to obtain as many consents as are possible prior to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; and (iii) upon Closing, turn over to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required to complete the process of obtaining such consents and will continue to exercise reasonable diligence to secure such consents. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts. Buyer shall enter into subcontracting or other beneficial arrangements with Seller or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof. Notwithstanding anything to the contrary provided for in this Section 6.07(a) above, if the Closing occurs within five (5) Business Days after the date of this Agreement, Seller need not perform the covenants provided for in the second sentence of this Section 6.07(a), and Buyer shall be responsible for initiating and completing the consent requests described herein; provided, that Seller shall use commercially reasonable efforts to obtain the consents and approvals indicated by an "**" on Schedule 6.07 as soon as possible after the Closing.

Obtaining Consents. If (a) Before, at and after the purchase Closing, Nortel Networks shall use its reasonable efforts to obtain, as soon as practicable, the consent of each Person that is required to transfer to the Company the rights and sale contemplated by obligations under each Nortel Networks Contract; provided however, Nortel Networks shall be under no obligation to compromise any right, asset or benefit or to expend any amount or incur any Liability in seeking such consents and the failure to obtain any or all of such consents shall not entitle the Company to terminate this Agreement requires that consent or approval be obtained prior to any transfer or assignment of Storage Assets, Buyer (except to the extent of Seller's undertakings with respect thereto as described in this Section 6.07) shall be responsible, at its sole cost, for obtaining such consent or approval. To the Knowledge of Seller, Schedule 6.07 lists all of the consents and approvals required to be obtained prior to any transfer or assignment of the Storage Assets to Buyer. Subject to the last sentence of this Section 6.07(a), commencing with the execution of this Agreement, Seller will: (i) use reasonable diligence to prepare appropriate requests for consent and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; (ii) use reasonable diligence to obtain as many consents as are possible prior to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; and (iii) upon Closing, turn over to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required not to complete the process of obtaining such consents and will continue to exercise reasonable diligence to secure such consents. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts. Buyer shall enter into subcontracting or other beneficial arrangements with Seller or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or transactions contemplated hereby. (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof. Notwithstanding anything to the contrary provided for in this Section 6.07(a) above, if the Closing occurs within At least five (5) Business Days after before the date Closing, Nortel Networks shall deliver a written notice to the Company setting forth a complete list of this Agreement, Seller need the Nortel Networks Contracts in respect of which Nortel Networks has obtained the consent of each Person that is required to transfer to the Company the rights and obligations under each such Nortel Networks Contract (the "Transferred Contracts"). The delivery of such notice shall not perform relieve any party of its obligations under the covenants provided for in the second first sentence of this Section 6.07(a5.11(a), . Nortel Networks and Buyer the Company shall cooperate in any lawful arrangement to provide that the Company shall receive all benefits and be responsible for initiating all Liabilities under each Nortel Networks Contract not included among the Transferred Contracts until all necessary consents are obtained and completing the full transfer thereof is effective. The fact that the transfer of any Asset or the assumption of any Liability requires the consent requests described herein; providedof a third party shall in no way alter the foregoing rights and responsibilities of the parties. Nothing in this Agreement shall be construed as an attempt to assign or as requiring Nortel Networks or a Nortel Contributing Entity to assign or to cause the assignment of any Nortel Networks Contract which, that Seller as a matter of Applicable Law, is not assignable in whole or in part without consent, unless the consent shall use commercially reasonable efforts to obtain the consents and approvals indicated by an "**" on Schedule 6.07 as soon as possible after the Closinghave been given.

Obtaining Consents. If (a) WAC and L-P shall continue to take, or cause to be taken by others, all commercially reasonable steps, to obtain or satisfy, at the purchase earliest practicable date, all Consents from any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or any Governmental Authority (collectively, a "PERSON") necessary to authorize, approve or permit the full and sale complete Transfer of the Acquired Assets, and to consummate and make effective the transactions contemplated by this Agreement requires Agreement; PROVIDED, HOWEVER, that consent or approval L-P shall not be obtained prior to any transfer or assignment of Storage Assets, Buyer (except to the extent of Seller's undertakings with respect thereto as described in this Section 6.07) shall be responsible, at its sole cost, for obtaining such consent or approval. To the Knowledge of Seller, Schedule 6.07 lists all of the consents and approvals required to be obtained prior to incur (unless indemnified by WAC) any transfer or assignment of the Storage Assets to Buyer. Subject to the last sentence of this Section 6.07(a), commencing with the execution of this Agreement, Seller will: (i) use reasonable diligence to prepare appropriate requests for consent and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; (ii) use reasonable diligence to obtain as many consents as are possible prior to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; and (iii) upon Closing, turn over to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required to complete the process of obtaining such consents and will continue to exercise reasonable diligence to secure such consents. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts. Buyer shall enter into subcontracting financial or other beneficial arrangements with Seller or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own obligation in connection therewith other than normal and customary transaction costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or filing fees. (b) with respect to NonL-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof. Notwithstanding anything to the contrary provided for in this Section 6.07(a) above, if the Closing occurs within five (5) Business Days after the date of this Agreement, Seller need not perform the covenants provided for in the second sentence of this Section 6.07(a), P and Buyer shall be responsible for initiating and completing the consent requests described herein; provided, that Seller WAC shall use their commercially reasonable efforts to obtain the consents any authorizations, consents, orders and approvals indicated of any Governmental Authority necessary for the performance of its respective obligations pursuant to this Agreement and any of the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, and will cooperate with each other in all reasonable respects in promptly seeking to obtain such authorizations, consents, orders and approvals. Neither WAC nor L-P will take any action that will have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals. Without limiting the generality of the foregoing, L-P and WAC promptly will (i) file or cause to be filed with the Federal Trade Commission and the Antitrust Division of the Department of Justice, Notification and Report Forms and documentary materials in respect of the transactions contemplated by an "**" on Schedule 6.07 this Agreement that substantially comply with the provisions of the HSR Act and the rules thereunder; (ii) file any additional information requested as soon as possible practicable after receipt of a request for additional information. WAC and L-P will use their commercially reasonable efforts to obtain early termination of the Closingapplicable waiting period under the HSR Act. The parties hereto will coordinate and cooperate with one another in exchanging such information and providing such reasonable assistance as may be requested in connection with such filing.

Obtaining Consents. If Before, at and after the purchase Closing, the Seller shall use its reasonable best efforts to obtain, as soon as practicable, the consent of each Person that is required to transfer to the Purchaser and sale contemplated by this Agreement requires that consent or approval be obtained prior to any transfer or assignment the Purchasing Subsidiaries the rights and obligations under each Seller Contract and each other contract, permit and license of Storage Assets, Buyer (except the Business to the extent of Seller's undertakings with respect thereto it embodies an Asset or Assumed Liability, as described the case may be, and the Purchaser shall reasonably cooperate in this Section 6.07) such efforts; provided, however, that the Seller shall be responsibleunder no obligation to compromise any right, at its sole cost, for obtaining asset or benefit or to expend any amount or incur any Liability in seeking such consent consents and the failure to obtain any or approval. To the Knowledge of Seller, Schedule 6.07 lists all of such consents shall not entitle the consents and approvals required Purchaser to be obtained prior to any transfer terminate this Agreement or assignment of the Storage Assets to Buyer. Subject to the last sentence of this Section 6.07(a), commencing with the execution of this Agreement, Seller will: (i) use reasonable diligence to prepare appropriate requests for consent and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; (ii) use reasonable diligence to obtain as many consents as are possible prior to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; and (iii) upon Closing, turn over to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required not to complete the process of obtaining such consents and will continue to exercise reasonable diligence to secure such consentstransactions contemplated hereby. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts. Buyer shall enter into subcontracting or other beneficial arrangements with Seller or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof. Notwithstanding anything to the contrary provided for in this Section 6.07(a) above, if the Closing occurs within At least five (5) Business Days after before the date Closing, the Seller shall deliver a written notice to the Purchaser setting forth a complete list of this Agreementsuch Seller Contracts, Other Seller need IP Contracts and other contracts, permits and licenses that, notwithstanding such reasonable best efforts, will not perform be fully transferred at the covenants provided for in Closing (such contracts, permits and licenses, the second "Not Yet Transferred Contracts"). The delivery of such notice shall not relieve either party of its obligations under the first sentence of this Section 6.07(a), 5.11. The Seller and Buyer the Purchaser shall cooperate in any lawful arrangement to provide that the Purchaser and the Purchasing Subsidiaries shall receive all benefits and be responsible for initiating all Liabilities under each Not Yet Transferred Contract until all necessary consents are obtained and completing the full transfer thereof is effective. The fact that the transfer of any Asset or the assumption of any Assumed Liability requires the consent requests described herein; providedof a third Person shall in no way alter the foregoing rights and responsibilities of the parties. Nothing in this Agreement shall be construed as an attempt to transfer any contract, permit or license that Seller shall use commercially reasonable efforts to obtain is by its terms non-transferable without the consents and approvals indicated by an "**" on Schedule 6.07 as soon as possible after the Closingconsent of another party thereto.

Obtaining Consents. If Upon the purchase terms and sale contemplated by this Agreement requires that consent or approval be obtained prior to any transfer or assignment of Storage Assets, Buyer (except subject to the extent of Seller's undertakings with respect thereto as described conditions set forth in this Section 6.07) Agreement, each Company, Parent and MergerSub shall be responsibleuse their respective reasonable best efforts to take, at its sole cost, for obtaining such consent or approval. To the Knowledge of Seller, Schedule 6.07 lists all of the consents and approvals required cause to be obtained prior taken, all actions, and to any transfer do, or assignment of the Storage Assets cause to Buyer. Subject be done, and to the last sentence of this Section 6.07(a), commencing assist and cooperate with the execution other Parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, but in no event later than the Closing Date, the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement, Seller will: including (i) use reasonable diligence to prepare appropriate requests for consent the obtaining of all necessary approvals under any applicable Laws required in connection with this Agreement, the Merger and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; other transactions contemplated hereby, (ii) use reasonable diligence the obtaining of all necessary waivers, consents, approvals and authorizations from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain as many consents as are possible prior an approval or waiver from, or to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; avoid an action or proceeding by, any Governmental Entities, and (iii) upon Closing, turn over the execution and delivery of any additional instruments necessary to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required to complete consummate the process of obtaining such consents Merger and will continue to exercise reasonable diligence to secure such consents. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer other transactions contemplated hereby in accordance with the benefit terms of such Non-Conveyed Contracts. Buyer shall enter into subcontracting or other beneficial arrangements with Seller or an Affiliate thereof pursuant this Agreement and to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with fully carry out the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof. Notwithstanding anything to the contrary provided for in this Section 6.07(a) above, if the Closing occurs within five (5) Business Days after the date purposes of this Agreement. In addition, Seller need not perform upon the covenants terms and subject to the conditions herein provided and subject to the Parties’ obligations under applicable Law, no Party hereto shall knowingly take or cause to be taken any action that could reasonably be expected to materially delay the satisfaction by the Closing Date of the conditions set forth in Article X. The Parties shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing Party and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Parties shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the second sentence transactions contemplated by this Agreement. The Parties agree that neither Company or Parent shall be required to make any payments, other than the payment of customary filing fees, in connection with the fulfillment of its obligations under this Section 6.07(a), and Buyer shall be responsible for initiating and completing the consent requests described herein; provided, that Seller shall use commercially reasonable efforts to obtain the consents and approvals indicated by an "**" on Schedule 6.07 as soon as possible after the Closing8.01.