Post-Closing Consents. (a) Subsequent to the Closing, and subject to Section 2.11, Seller shall and shall cause its Affiliates to continue to use commercially reasonable efforts to obtain in writing as promptly as possible any consent, authorization or approval necessary or commercially advisable in connection with the Transaction which was not obtained on or before the Closing in form and substance reasonably satisfactory to Buyer.
Post-Closing Consents. (a) To the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third Person and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or result in a termination of any Contract. To the extent that any consents, authorizations, approvals or acknowledgements with respect to any Purchased Asset, Permit, Seller Contract or Later Discovered Contract (each a “Consent”) have not been obtained prior to Closing, then following the Closing, the Company and Purchaser shall use commercially reasonable efforts to promptly obtain such Consent, the cost of which (exclusive of Cure Costs) shall be exclusively recovered from the Holdback Amount, and to the extent any excess cost is not recoverable from the Holdback Amount, such excess cost shall be borne solely by Purchaser. Pending receipt of any such Consent, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser and the Subsidiaries the benefits of such Purchased Asset, Permit or Seller Contract or to obtain such Consent. To the extent that a Consent for any such Purchased Asset, Permit or Seller Contract cannot be obtained for Purchaser or the full benefits of use of any such Purchased Asset, Permit or Seller Contract cannot be provided to Purchaser and its Subsidiaries following the Closing, then the Parties, at the Company’s sole cost and expense, shall endeavor to enter into such arrangements (including subleasing or contracting if permitted) to provide to Purchaser and the Subsidiary the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such Consent. Nothing in this Section 7.8 shall limit the Company’s obligation to pay Cure Costs pursuant to Section 7.9.
Post-Closing Consents. Seller agrees to use its best good faith effort to secure and/or assist Purchaser in securing post-Closing third party consents material to the ongoing operation of Seller's Business.
Post-Closing Consents. In the event that the Purchaser should consent to close without any consent or estoppel certificate listed in Section 2.03, the Seller agrees to use reasonable due diligence to obtain such Consent(s) after the closing, provided that the Seller shall have no obligation to make any payments to the party whose consent is required. The Seller and the Purchaser will cooperate and assist each other in obtaining such consents after closing.
Post-Closing Consents. (a) With respect to any Lease that is assigned or subleased to the Purchaser at Closing that (i) required the consent of the landlord to such assignment or sublease, and (ii) was assigned or subleased without obtaining such consent, if (1) any such Lease has a remaining term of at least one year from the Closing Date, and (2) the lessor under such Lease seeks to terminate or materially amend the terms or conditions of such Lease after the Closing Date, then Sylvan shall pay to Purchaser all out-of-pocket expenses incurred by Purchaser (y) in connection with the relocation of the learning center subject to such Lease and in connection with the execution and delivery of a new lease with substantially the same terms and conditions as the Lease that was terminated or materially altered; or (z) all damages associated with the assignment or sublease of such Lease to Purchaser, in the case of each of (y) and (z), up to a maximum of $100,000 per Lease.
Post-Closing Consents. The Seller and the Buyer each will use commercially reasonable efforts after the Closing Date to obtain all consents, approvals or authorizations of any third parties that are not obtained prior to the Closing Date and that are required in connection with the transactions contemplated by this Agreement.
Post-Closing Consents. 5.13.1 On or before the date which is 60 days after the Closing Date or, in respect of Major Project Documents related to the SIGC Project, on or before March 31, 2004, cause each applicable Project Company and each applicable Major Project Participant in respect of the Major Project Documents described in Exhibit E-2, respectively, to enter into (a) a Consent in substantially the form of Exhibit E-1 or (b) in the case of the Major Project Documents to which Edison or IID is a counterparty, a Consent substantially in the form customarily provided by such Persons in substantially similar circumstances.
Post-Closing Consents. For a period of nine months from the Closing Date, Seller shall use its best efforts and make every good faith attempt (and Purchaser shall cooperate with Seller) to obtain the consents to the assignment of the agreements described in Section 1.2(d), (i), (j), (l) and (q) or any other consents that are required to transfer any of the Purchased Assets to the Purchaser.
Post-Closing Consents. At the Closing, Seller shall execute and deliver to Buyer such assignments of Leases by Governmental Authorities as require consent to assignment that are typically obtained after Closing, on the forms required by such Governmental Authorities having jurisdiction thereof, in addition to the assignment of such Leases pursuant to the Assignment, and Buyer shall pay to Seller, as part of the Purchase Price, the Allocated Value attributable to such Leases. After Closing, Seller and Buyer will cooperate and use their reasonable efforts to obtain all such consents from Governmental Authorities typically obtained after Closing. Until all of such unobtained consents are obtained, Seller shall continue to hold title to the affected Assets as nominee for Buyer. If any such consent is finally denied, then Seller, at its sole option, may elect:
Post-Closing Consents. (a) Schedule 3.l(a) sets forth a full and complete list of all consents, approvals and authorizations of Governmental Bodies and third-Persons (including any consents or approvals from the State of Arizona or the BLM to transfer any of the Leases or the Unit or forms to transfer operatorship to or designate Purchaser (or its designee) as the operator of the Leases and the Unit) which by contract or by the rules and regulations of the corresponding Governmental Body cannot be obtained until after Closing or which Seller cannot otherwise obtain prior to Closing (the “Post-Closing Consents”). Promptly after Closing, Purchaser shall send notice along with any forms of assignment, forms to transfer operatorship or other required documents, delivered at Closing pursuant to Section 7.2 and Section 7.3, to the holders of any Post-Closing Consents, requesting consents to the transactions contemplated by this Agreement.
