Common use of Certain Transitional Matters Clause in Contracts

Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill of Sale or any Assignment and Assumption Agreement, to the extent that xxx sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute the applicable Seller's agreement to sell and delegate, and the Buyer's agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.

Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill the Xxxx of Sale or any the Assignment and Assumption Agreement, to the extent that xxx sale the sale, assignment, transfer, or delegation by any Seller, or the purchase undertaking or assumption by the BuyerPurchaser, of any of the Purchased Assets or any of the Assumed Liabilities requires the Consent of any Consent or Regulatory Approvalthird party, this Agreement, the applicable Bill Xxxx of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute constitute the applicable Seller's ’s agreement to sell sell, assign, transfer, and delegate, and the Buyer's Purchaser’s agreement to purchase purchase, acquire, and assume, such the Purchased Assets and the Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory ApprovalConsent; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members the Shareholders shall cause such the Seller to) make available to the Buyer Purchaser the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer Purchaser the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the BuyerPurchaser. Nothing contained in this Section 1.2 2.13 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including including, without limitation, those relating to any of the Purchased Assets or to any of the Assumed Liabilities.

Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any Bill Xxxx of Sale or any Assignment and Assumption Agreement, to the extent that xxx the sale or delegation by any Seller, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill Xxxx of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute constitute the applicable Seller's ’s agreement to sell and delegate, and the Buyer's ’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.

Certain Transitional Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, any Bill Bxxx of Sale Sale, or any Assignment and Assumption Agreement, to the extent that xxx the sale or delegation by any Sellerthe Sellers, or the purchase or assumption by the Buyer, of any of the Purchased Assets or any of the Assumed Liabilities requires any Consent or Regulatory Approval, this Agreement, the applicable Bill Bxxx of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute constitute the applicable Seller's Sellers’ agreement to sell and delegate, and the Buyer's ’s agreement to purchase and assume, such Purchased Assets and Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory Approval; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller Sellers shall (and Members shall cause such Seller to) make available to the Buyer the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is Sellers are making available to the Buyer the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the Buyer. Nothing contained in this Section 1.2 1.3 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement Agreement, including those relating to any of the Purchased Assets or to any of the Assumed Liabilities.

Certain Transitional Matters. Notwithstanding anything to the contrary contained in this Agreement, any the Bill of Sale or any the Assignment and Assumption Agreement, to the extent that xxx sale extexx xhat the sale, assignment, transfer, or delegation by any Seller, or the purchase undertaking or assumption by the BuyerPurchaser, of any of the Purchased Assets or any of the Assumed Liabilities requires the Consent of any Consent or Regulatory Approvalthird party, this Agreement, the applicable Bill of Sale and the applicable Assignment and Assumption Agreement shall coxxxxtute the applicable Seller's agreement to sell sell, assign, transfer, and delegate, and the BuyerPurchaser's agreement to purchase purchase, acquire, and assume, such the Purchased Assets and the Assumed Liabilities as promptly as practicable following the obtainment of any necessary Consent or Regulatory ApprovalConsent; provided, that from and after the Closing Date until the date on which such Consent or Regulatory Approval is obtained, the applicable Seller shall (and Members the Shareholders shall cause such the Seller to) make available to the Buyer Purchaser the economic and practical benefits of such Purchased Assets and Assumed Liabilities for no additional consideration. If and to the extent that the applicable Seller is making available to the Buyer Purchaser the economic and practical benefits of such Purchased Assets, the risk of loss for such Purchased Assets shall rest with the BuyerPurchaser. Nothing contained in this Section 1.2 2.13 is intended to impair, reduce or otherwise modify any representation, warranty and covenant contained in the this Agreement including including, without limitation, those relating to any of the Purchased Assets or to any of the Assumed Liabilities.