Common use of Restricted Assets Clause in Contracts

Restricted Assets. (a) Seller shall, and shall cause the Company and the Asset Sellers (collectively, the "PE GROUP") to, use all reasonable efforts, and Buyer shall cooperate reasonably with the PE Group, (i) to promptly obtain the consents and waivers necessary to convey or cause to be conveyed to Buyer all of the Restricted Assets (which for purposes of this Section 2.5 shall include the capital stock of the Transferred Subsidiaries), and (ii) as of and subject to the occurrence of the Closing, to convey or cause to be conveyed to Buyer the Restricted Assets for which the Company received the necessary consents and waivers; PROVIDED, HOWEVER, that Seller shall not, and shall cause the PE Group not to, amend or change any Restricted Asset without the prior written consent of Buyer unless Seller reasonably deems it necessary to preserve the value of the Restricted Asset. Seller shall, and shall cause the PE Group to, cooperate with Buyer in making applications and filings or taking any other action necessary for Buyer to obtain such franchises, licenses, permits or other instruments or agreements, if any, as are substantially equivalent to any Restricted Assets that are not assignable to Buyer as a matter of law. In no event shall Buyer's cooperation hereunder require Buyer to make any payments or incur any out-of-pocket expenses, except that Buyer shall reimburse