Common use of Withheld Assets Clause in Contracts

Withheld Assets. If a Consent applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed to by Seller and Buyer, any Asset or portion thereof affected by such Consent (a “Withheld Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Base Purchase Price to be paid at Closing shall be reduced by the Allocated Value of such Withheld Asset. For purposes of clarification, the Withheld Assets shall be deemed to include each contract or agreement that contains a confidentiality or restriction on assignment that is excluded from the definition of “Contracts” by virtue of Seller having failed to secure a waiver or consent prior to Closing from the other party(s) to such contract or agreement after exercising commercially reasonable efforts. Any Withheld Asset so held back at the initial Closing shall be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Consents with respect to such Withheld Asset for a purchase price equal to the amount by which the Base Purchase Price was reduced on account of the holding back of such Withheld Asset on the terms and conditions set forth in this Agreement; provided, however, that if all Consents with respect to any Withheld Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Withheld Asset shall be eliminated from the Assets and this Agreement and become a Retained Asset unless Seller and Buyer mutually agree to proceed with a closing on such Withheld Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Consent.