Certain Provisions Relating to Consents. The Seller shall use commercially reasonable efforts prior to and after the Closing Date to obtain all consents that are required in connection with the transactions contemplated by this Agreement and the other Transaction Documents. The Seller shall not obtain any consent that will affect the Purchaser or the Company to the economic detriment of either, including any modification of any Contract, Lease or Permit. The Purchaser shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information; provided, however, that neither the Purchaser nor the Company shall be required to incur any liability or obligation in connection therewith, other than for the underlying matter for which such consent was obtained as in effect immediately prior to such consent.
Certain Provisions Relating to Consents. (i) The Seller will obtain, at its expense, and the Purchaser will use its reasonable cooperative efforts (including furnishing financial information on a confidential basis, where required) prior to and after the Closing Date to assist the Seller in obtaining all third party consents that are required in connection with the transactions contemplated by this Agreement. The Seller will use reasonable efforts to obtain, and the Purchaser will use its reasonable cooperative efforts prior to and after the Closing Date to assist the Seller in obtaining from the landlords of all of the Leases, estoppel agreements in form and substance reasonably acceptable to the Purchaser containing to the extent necessary consents from such landlords to the assignment of the Leases to the Purchaser. All expenses incurred in connection with obtaining such consents and estoppel agreements shall be paid by the party incurring the same. To the extent such consents and/or estoppel agreements are not obtained by Closing, the Seller shall continue to assist the Purchaser in obtaining such consents and/or estoppel agreements after Closing and shall pay the costs thereof.
(ii) To the extent that any Contract, Permit or Lease is not capable of being transferred by the Seller to the Purchaser pursuant to this Agreement without the consent of a third party (including a governmental entity) and such consent is not obtained prior to Closing, or if such transfer or attempted transfer would constitute a breach or a violation of any law, nothing in this Agreement will constitute a transfer or an attempted transfer thereof.
(iii) In the event that any such consent is not obtained on or prior to the Closing Date, the Seller will (x) provide to the Purchaser the benefits of the applicable Contract, Permit or Lease if reasonably possible, (y) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Purchaser and (iii) enforce at the request and expense of the Purchaser and for the account of the Purchaser, any rights of the Seller arising from any such Contract or Lease (including the right to elect to terminate such Contract or Lease in accordance with the terms thereof upon the request of the Purchaser). If any Permit required for the operation of the Business or the ownership or use of the Purchased Assets is not transferred to the Purchaser at Closing, the Seller authorizes (to the extent permitted by law) the Purchaser to operate under any such Permit until ...
Certain Provisions Relating to Consents. (a) Seller shall use commercially reasonable efforts prior to and after the Closing Date to obtain all third party consents that are required in connection with the transactions contemplated by this Agreement. Seller shall not obtain any consent that will affect Purchaser to its material economic detriment, including any modification of any Contract, Lease or Permit, unless Purchaser expressly approves the obtaining of such consent. Purchaser shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information.
(b) In the event that any such consent is not obtained on or prior to the Closing Date, and notwithstanding any waiver by Purchaser of the condition set forth in SECTION 8.12 hereof, Seller will use its commercially reasonable efforts to (i) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser and (ii) enforce at the request of Purchaser and for the account of Purchaser any rights of Seller arising from any Contract or Lease that is the subject of such consent.
Certain Provisions Relating to Consents. (a) Seller will use its reasonable efforts and Buyer will use its reasonable cooperative efforts prior to and after the Closing Date to obtain all third party consents that are required in connection with the transactions contemplated by this Agreement. Neither Seller nor Buyer will be obligated to pay any consideration or incur any liability or obligation in order obtain any such consent.
(b) To the extent that any Contract or Lease is not capable of being transferred by Seller to Buyer pursuant to this Agreement without the consent of a third party (including a Governmental Entity) and such consent is not obtained prior to Closing, or if such transfer or attempted transfer would constitute a breach or a violation of any Law, nothing in this Agreement will constitute a transfer or an attempted transfer thereof.
(c) In the event that any such consent is not obtained on or prior to the Closing Date, Seller will use its reasonable efforts to (i) provide to Buyer at Buyer’s expense the benefits of the applicable Contract or Lease, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer and (iii) enforce at the request and expense of Buyer and for the account of Buyer, any rights of Seller arising from any such Contract or Lease (including the right to elect to terminate such Contract or Lease in accordance with the terms thereof upon the request of Buyer).
(d) Buyer will perform the obligations arising under all Contracts and Leases for the benefit of Seller and the other party or parties thereto, except for any obligation under such Contract or Lease that constitutes a Retained Liability.
Certain Provisions Relating to Consents. The Stockholders’ Agent shall use commercially reasonable efforts to obtain all consents that are required in connection with the transactions contemplated by this Agreement. The Stockholders’ Agent shall not obtain any consent that will affect Parent or the Company to either of their economic detriment, including, without limitation, conditioning the receipt of any consent upon any materially adverse modification to any Contract, Lease or Permit. Parent shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information; provided, however, that neither Parent nor the Company shall be required to incur any liability or obligation in connection therewith, other than for the underlying matter for which such consent was obtained as in effect immediately prior to such consent.
Certain Provisions Relating to Consents. (a) Seller shall use commercially reasonable efforts to obtain all third party consents that are required in connection with the transactions contemplated by this Agreement. Seller shall not obtain any consent that will affect Purchaser to its material economic detriment, including any modification of any Contract, Lease or Permit, unless Purchaser expressly approves the obtaining of such consent. Purchaser shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information, regarding Purchaser's intended use of the Purchased Assets.
(b) In the event that any consent is not obtained on or prior to the Closing Date, Seller shall use commercially reasonable efforts (i) to provide to Purchaser at Purchaser's expense the benefits of the applicable Contract or Lease, (ii) to cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser and (iii) to enforce at the request of Purchaser and for the account of Purchaser, at Purchaser's expense, any rights of Seller arising from any such Contract or Lease (including the right to elect to terminate such Contract or Lease in accordance with the terms thereof upon the request of Purchaser).
Certain Provisions Relating to Consents. The Company shall use commercially reasonable efforts prior to and after the Closing Date to obtain all consents that are required in connection with the transactions contemplated by this Agreement.
Certain Provisions Relating to Consents. (a) Foamex shall use commercially reasonable efforts after the Closing Date to obtain all third party consents that are required in connection with the transactions contemplated by this Agreement, including those set forth on Schedule 4.4. Trace Foam shall use commercially reasonable efforts after the Closing Date to obtain all third party consents that are required in connection with the transactions contemplated by this Agreement. A party shall not obtain any consent that will affect the other party hereto to its material economic detriment, including any modification of any Contract, Lease or Permit, unless such other party expressly approves the obtaining of such consent.
(b) In the event that any Foamex Consent is not obtained on or prior to the Closing Date, Foamex shall use its commercially reasonable efforts: (i) to provide to Trace Foam at Trace Foam's expense the benefits of the applicable Contract or Lease, (ii) to cooperate in any reasonable and lawful arrangement designed to provide such benefits to Trace Foam and (iii) to enforce at the request of Trace Foam and for the account of Trace Foam, at Trace Foam's expense, any rights of Foamex arising from any such Contract or Lease. Trace Foam shall perform the obligations arising under all such Contracts and Leases for the benefit of Foamex and the other party or parties thereto
Certain Provisions Relating to Consents. (a) Sellers will use reasonable efforts to obtain, at their expense, and Buyer will use its reasonable cooperative efforts (including furnishing financial information on a confidential basis, where required) prior to and after the Closing Date to assist Sellers in obtaining, all third party consents that are required in connection with the transactions contemplated by this Agreement (including, without limitation, consents of landlords and other parties to the assignments of Leases and Commitments to Buyer contemplated hereby) and that are listed on Exhibit 4.11
(a) (collectively, the "Required Consents"). All reasonable costs and expenses incurred in connection with obtaining Required Consents shall be paid by Sellers. To the extent such consents are not obtained by Closing, Sellers shall use reasonable cooperative efforts to continue to assist Buyer in obtaining such consents after Closing and shall pay the reasonable costs and expenses thereof. Buyer shall not (i) make any payment or give any other consideration to any third party to induce the giving of any Required Consent without the prior written consent of Sellers or (ii) take any action which would interfere with the obtaining of any Required Consent or would increase the cost of obtaining or of failing to obtain any Required Consent.
Certain Provisions Relating to Consents. Sellers and Purchaser shall each use commercially reasonable efforts prior to and after the Closing Date to obtain all consents that are required in connection with the transactions contemplated by this Agreement. Sellers shall not obtain any consent that will affect Purchaser or the Company, and Purchaser shall not obtain any consent that will affect Sellers or the Company, to any of their economic detriment, including any modification of any contract, lease or Permit. Purchaser and Sellers shall cooperate as reasonably necessary or desirable to secure the third party consents, including, without limitation, providing to such third party information, including financial information, provided, however, that none of Purchaser, Sellers or the Company will be required to incur any Liability or obligation in connection therewith, other than for the underlying matter for which such consent was obtained as in effect immediately prior to such consent.
