02Third-Party Consents Clause Samples

02Third-Party Consents. (a) If following the Closing any Specified Third-Party Consent under any Contract between any Transferred Entity and any third party (a “Specified Third-Party Contract”) remains outstanding or is discovered to exist, Acquiror and Transferor shall cooperate and use reasonable best efforts to obtain such Specified Third-Party Consent from the applicable third party. Notwithstanding the foregoing, in no event shall any party be required to take any Extraordinary Action in connection with the foregoing sentence. (b) If such Specified Third-Party Contract is not able to be obtained following the application of the efforts required under Section 6.02(a), then, subject to Transferor’s compliance with the terms of this Agreement, including Section 6.02(a), Transferor will be deemed to have fulfilled its obligations under this Agreement with respect to such Specified Third-Party Consent and no member of the Remaining Transferor Group will be subject to any Liability (and no condition to Acquiror’s obligations to close the Transactions, other than pursuant to Section 9.02(d), shall be deemed not satisfied) solely on account of the failure to obtain the Specified Third-Party Consent.