Common use of Obligation to Complete Clause in Contracts

Obligation to Complete. If, with respect to any Leased Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, the Parties shall commence good faith negotiations and use commercially reasonable efforts to determine how to resolve based on the relative importance of the applicable Leased Property to the operations of the Spinco Business, including, without limitation, the size of the applicable Spinco Property, the number of employees at the applicable Spinco Property, the value of assets associated with the Spinco Property, the cost to relocate, and the potential risk and liability to each Party in the event any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include assigning at the appropriate entity level, providing a parent guaranty if required by the applicable landlord, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease and restructuring a proposed lease assignment to be a sublease, license or other similar agreement. If a sublease, license or other similar agreement is the agreed upon structure, Remainco shall apply to the relevant Landlord for consent to sublease or license all of the relevant Leased Property to the applicable Spinco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Remainco makes such an election, until such time as the relevant Lease Consent is obtained and a sublease, license or other similar agreement is completed, the provisions of Section 2.5 will apply and, on the grant of the Lease Consent required for the Leased Property in question, the applicable Asset Transferor shall sublease or license to the applicable Spinco Asset Transferee the relevant Leased Property.

Obligation to Complete. If, with respect to any Leased Relevant Lease for a Remainco Retained Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, the Parties Remainco and Xxxxxx Partner shall commence good faith negotiations and use commercially reasonable efforts to determine how to resolve address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of the Spinco Remainco Retained Business, including, without limitation, including the size of the applicable Spinco Leased Property, the number of employees employed at the applicable Spinco Leased Property, the value of assets associated with the Spinco applicable Leased Property, the cost to relocate, relocate and the potential risk and liability Liability to each Party in the event if any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall may include assigning at the appropriate entity levelsuch Relevant Lease to another Remainco Asset Transferee, providing a parent guaranty if required by the applicable landlordor replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments of modifying the size, term or other terms of the Relevant Lease and restructuring a proposed lease converting the assignment to be a sublease, license or other similar agreement. If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreement is the agreed upon structureagreement, Remainco Spinco shall apply to the relevant Landlord for consent to sublease a sublease, license or license similar agreement with respect to all of the relevant Leased Property to the applicable Spinco Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Remainco makes such an election, until Until such time as the relevant Lease Consent is obtained and a sublease, license or other similar agreement is completed, the provisions of Section 2.5 will 3.1 shall apply and, on the grant of the Lease Consent required for the applicable Leased Property in questionProperty, the applicable Asset Transferor shall sublease or license the applicable Leased Property to the applicable Spinco Remainco Asset Transferee or enter into a similar agreement with the relevant Leased applicable Remainco Asset Transferee with respect to the applicable Remainco Retained Property.. 3.4