Through of Rights and Obligations. To the extent that the Company and the Shareholders are unable to obtain any necessary consents of third parties prior to the consummation of the transactions contemplated hereby under the contracts, agreements, leases, insurance policies and other instruments of the Company which are part of the Assets and are set forth in Exhibit B (the "Exhibit B Contracts"), each of the Company and each of the Shareholders covenants and agrees to use their best efforts to obtain such consents within thirty (30) days after the Closing. The Company and the Shareholders covenant and agree (i) not to assign any such Exhibit B Contract to any party other than the Purchaser (or the Designee), (ii) to use their best efforts to keep such Exhibit B Contract in full force and effect, except as otherwise directed by the Purchaser, (iii) to operate under such Exhibit B Contract only under the direction of the Purchaser, (iv) to the extent such Exhibit B Contract requires by its terms the performance of services by the Company, that the Purchaser is hereby subcontracted and employed to perform all such services on behalf of the Company, (v) to remit or otherwise provide to the Purchaser all revenues and other benefits derived from such Exhibit B Contract immediately upon receipt thereof and (vi) in the case of any Exhibit B Contract, in the event that such consent cannot be obtained, to cooperate with the Purchaser and the other party to such Exhibit B Contract to enable the Purchaser to enter into a contract directly with such other party.
Through of Rights and Obligations. In the event that the Partnership, Penn Dental, Talus or Mehlxxx xx unable to obtain the necessary consents set forth in Exhibit C prior to the Closing, each of Talus and Mehlxxx xxxees to use his best efforts subsequent to the Closing to obtain such consents. Talus and Mehlxxx xxxee that until such time as such consents are obtained or in the event that either Talus or Mehlxxx xx unable to obtain such consents, the Talus and Mehlxxx xxxll pass through to the Purchaser (or its designee) the benefits and the obligations arising under the agreements listed under "Contracts" in Exhibit C as if such agreements were assigned to the Purchaser (or its designee) pursuant to this Agreement. Mehlxxx xxxees that he will, if required by any lessor under any of the real property leases set forth in Exhibit C, personally guaranty the obligations of the Purchaser (or its designee) as tenant under any such lease in order to obtain the lessor's consent to the assignment of the lease to the Purchaser (or its designee) at or subsequent to the Closing.
Through of Rights and Obligations. In the event that the Seller is unable to obtain the necessary consents set forth in Exhibit B hereto prior to the Closing and the Closing nevertheless occurs, the Seller agrees that until such time as such consents are obtained or in the event the Seller is unable to obtain such consents, the Seller shall pass through to the Purchaser the benefits and the obligations arising under the agreements listed under "Real Property", "Contracts" and "Provider Source Contracts" in Exhibit B hereto as if such agreements were assigned to the Purchaser (or its designee) pursuant to this Agreement. The Purchaser agrees that such pass through of rights and obligations shall satisfy all obligations of the Seller to obtain the necessary consents set forth in Exhibit B.
