Common use of Consent-Pending Contracts Clause in Contracts

Consent-Pending Contracts. An Assumed Contract is a "Consent-Pending Contract" at any time after the Closing when any consent relating to such Assumed Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Assets to be consummated in a timely manner, and based upon the Parties' mutual belief that no other Party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' enjoyment or use of the Sellers' rights or performance of the Sellers' obligations under any Consent-Pending Contract and that each such third Party will grant any required consent, the Closing Transactions will be consummated notwithstanding the fact that any required consent which is not a Mandatory Consent has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers and the Sellers agree as follows with respect to each Consent-Pending Contract: (i) After the Closing and until February 28, 1998, the Sellers and the Buyers will continue to attempt to obtain all Consents with respect to such Contract in accordance with Section 9.5. (ii) From and after the Closing Date, the Buyers and the Sellers will cooperate with one another to provide the Buyers with the benefits of each Consent-Pending Contract (and the Buyers may utilize such benefits), and the Buyers will assume and agree to timely pay, satisfy, perform, and discharge the Sellers' liabilities which arise under such Contract, unless and until such Contract is a Consent-Denied Contract (as defined below). If such Contract becomes a Consent-Denied Contract, then the Buyers may thereafter suspend their performance of the Sellers' obligations arising thereafter under such Contract until such time as such Consent-Pending Contract is no longer a Consent-Denied Contract, and the Sellers will perform or otherwise satisfy such obligations. If the Buyers are denied the benefits of any Consent-Pending Contract while it is a Consent-Pending Contract, then the Sellers will be responsible for the obligations of the Sellers pursuant to such Contract to the extent that they relate to the period during which it is a Consent-Pending Contract or a Consent-Denied Contract; provided that to the extent that the Buyers actually receive or received the benefit of any Consent-Pending Contract or Consent-Denied Contract while it is or was a Consent-Pending Contract or a Consent-Denied Contract, the Buyers will be responsible for the performance of the Sellers' obligations arising thereunder to the extent they relate to the benefit received by the Buyers while such Consent-Pending Contract or Consent-Denied Contract is or was a Consent-Pending Contract or a Consent-Denied Contract. (iii) A Consent-Pending Contract becomes a "Consent-Denied Contract" if, prior to February 28, 1998, (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any Party to such Contract other than the Sellers or the Buyers expressly terminates the Buyers' enjoyment of the rights and benefits pursuant to such Contract on the ground that such Party's consent to the assignment of the Sellers' rights under such Contract to the Buyers pursuant to this Agreement has not been obtained, or if such Consent-Pending Contract remains a Consent-Pending Contract on February 28, 1998 Any such Consent-Pending Contract will remain a Consent-Denied Contract unless and until each consent which is required to be obtained in order to permit the assignment of the Sellers' rights under such Contract pursuant to this Agreement has been obtained; provided that no Consent-Denied Contract will cease to be a Consent-Denied Contract after February 28, 1998. In addition, at the Buyers' request, the Sellers will cooperate with the Buyers to the extent reasonably necessary to enforce all rights under each Consent-Pending Contract.

Consent-Pending Contracts. An Assumed assumed Customer Contract or Other Contract is a "Consent-Pending ---------------- Contract" at any time after the Closing when any consent Consent relating to such --------- Assumed Contract is required to consummate the transactions contemplated herein has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Acquired Assets pursuant to this Agreement to be consummated in a timely manner, and based upon the Parties' Seller's and Buyer's mutual belief that no other Party party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' Buyer's enjoyment or use of the SellersCompanies' rights or performance of the SellersCompanies' obligations under any Consent-Pending Contract and that each such third Party party eventually will grant any required consentConsent, the Closing Transactions will may be consummated notwithstanding despite the fact that any the required consent which is not a Mandatory Consent has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers Buyer and the Sellers agree Seller agrees as follows with respect to each Consent-Pending Contract: (ia) After the Closing and until February 28the date which is 180 days after the Closing Date, 1998, the Sellers Seller and the Buyers Buyer will continue to attempt to obtain all Consents with respect to such Contract in accordance with Section 9.56.12. (iib) From and after the Closing Date, the Buyers Buyer and the Sellers Seller will cooperate with one another to provide the Buyers Buyer with the benefits of each Consent-Pending Contract (and the Buyers Buyer may utilize such benefits), and the Buyers Buyer will assume and agree to timely pay, satisfy, perform, and discharge the Sellers' Seller's liabilities which arise under such ContractContract after the Effective Time, unless and until such Contract is a Consent-Consent- Denied Contract (as defined below)Contract. If such Contract becomes a Consent-Denied Contract, then the Buyers may Buyer thereafter suspend their its performance of the Sellers' Seller's obligations arising thereafter under such Contract until such time as such Consent-Pending Contract is no longer a Consent-Denied Contract, and the Sellers Seller will perform or otherwise satisfy such obligations. If the Buyers are Buyer is denied the benefits of any Consent-Pending Contract while it is a Consent-Pending Contract, then the Sellers Seller will be responsible for the obligations of the Sellers Seller pursuant to such Contract to the extent that they relate to the period during which it is a Consent-Pending Contract or a Consent-Consent- Denied Contract; provided that to the extent that the Buyers Buyer actually receive receives or -------- received the benefit of any Consent-Pending Contract or Consent-Denied Contract while it is or was a Consent-Pending Contract or a Consent-Denied Contract, the Buyers Buyer will be responsible for the performance of the Sellers' Seller's obligations arising thereunder to the extent they relate to the benefit received by the Buyers Buyer while such Consent-Pending Contract or Consent-Denied Contract is or was a Consent-Pending Contract or a Consent-Denied Contract. (iii) A Consent-Pending Contract becomes a "Consent-Denied Contract" if, prior to February 28, 1998, (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any Party to such Contract other than the Sellers or the Buyers expressly terminates the Buyers' enjoyment of the rights and benefits pursuant to such Contract on the ground that such Party's consent to the assignment of the Sellers' rights under such Contract to the Buyers pursuant to this Agreement has not been obtained, or if such Consent-Pending Contract remains a Consent-Pending Contract on February 28, 1998 Any such Consent-Pending Contract will remain a Consent-Denied Contract unless and until each consent which is required to be obtained in order to permit the assignment of the Sellers' rights under such Contract pursuant to this Agreement has been obtained; provided that no Consent-Denied Contract will cease to be a Consent-Denied Contract after February 28, 1998. In addition, at the Buyers' request, the Sellers will cooperate with the Buyers to the extent reasonably necessary to enforce all rights under each Consent-Consent- Pending Contract.

Consent-Pending Contracts. An Assumed Contract is a "Consent-Pending Contract" at any time after the Closing when any required consent relating to such Assumed Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Assets to be consummated in a timely manner, and based upon the Partiesparties' mutual belief that no other Party party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' Buyer's enjoyment or use of the Sellers' rights or performance of the Sellers' obligations under any Consent-Pending Contract and that each such third Party party will grant any required consent, the Closing Transactions will be consummated notwithstanding the fact that any required consent which is not a (other than the Mandatory Consent Consents as defined in Section 11.5) has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers Buyer and the Sellers BPH agree as follows with respect to each Consent-Pending Contract: (ia) After Following the Closing and until February 28, 1998Closing, the Sellers and the Buyers will shall continue to attempt to obtain all Consents consents with respect to such Contract in accordance with Section 9.59.4. (iib) From and after the Closing DateEffective Time, the Buyers Buyer and the Sellers will shall cooperate with one another to provide the Buyers Buyer with the benefits of each Consent-Pending Contract (and the Buyers Buyer may utilize such benefits), and the Buyers will Buyer shall assume and agree to timely pay, satisfy, perform, and discharge the Sellers' liabilities which arise under such Contract, unless and until such Contract is a Consent-Denied Contract (as defined below). If such Contract becomes a Consent-Denied Contract, then the Buyers Buyer may thereafter suspend their its performance of the Sellers' obligations arising thereafter under such Contract until such time as such Consent-Pending Contract is no longer a Consent-Denied Contract, and the Sellers will shall perform or otherwise satisfy such obligations. If the Buyers are Buyer is denied the benefits of any Consent-Pending Contract while it is a Consent-Pending Contract, then the Sellers will shall be responsible for the obligations of the Sellers pursuant to such Contract to the extent that they relate to the period during which it is a Consent-Pending Contract or a Consent-Denied Contract; provided provided, that to the extent that the Buyers Buyer actually receive receives or received the benefit of any Consent-Pending Contract or Consent-Denied Contract while it is or was a Consent-Pending Contract or a Consent-Denied Contract, the Buyers will Buyer shall be responsible for the performance of the Sellers' obligations arising thereunder to the extent they relate to the benefit received by the Buyers Buyer while such Consent-Pending Contract or Consent-Denied Contract is or was a Consent-Pending Contract or a Consent-Denied Contract. (iii) A Consent-Pending Contract becomes a "Consent-Denied Contract" if, prior to February 28, 1998, (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any Party to such Contract other than the Sellers or the Buyers expressly terminates the Buyers' enjoyment of the rights and benefits pursuant to such Contract on the ground that such Party's consent to the assignment of the Sellers' rights under such Contract to the Buyers pursuant to this Agreement has not been obtained, or if such Consent-Pending Contract remains a Consent-Pending Contract on February 28, 1998 Any such Consent-Pending Contract will remain a Consent-Denied Contract unless and until each consent which is required to be obtained in order to permit the assignment of the Sellers' rights under such Contract pursuant to this Agreement has been obtained; provided that no Consent-Denied Contract will cease to be a Consent-Denied Contract after February 28, 1998. In addition, at the Buyers' Buyer's request, the Sellers will shall cooperate with the Buyers Buyer to the extent reasonably necessary to enforce all rights under each Consent-Pending Contract.

Consent-Pending Contracts. An Assumed Contract is a "Consent-Pending Contract" at any time after the Closing when any consent relating to such Assumed Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Assets to be consummated in a timely manner, and based upon the Parties' mutual belief that no other Party party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' Buyer's enjoyment or use of the Sellers' rights or performance of the Sellers' obligations under any Consent-Pending Contract and that each such third Party party will grant any required consent, the Closing Transactions will be consummated notwithstanding the fact that any required consent which is not a (other than the Mandatory Consent Consents) has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers Buyer and the Sellers agree as follows with respect to each Consent-Pending Contract: (ia) After Following the Closing and until February 28, 1998Closing, the Sellers and the Buyers Buyer will continue to attempt to obtain all Consents consents with respect to such Contract in accordance with Section 9.59.4. (iib) From and after the Closing Date, the Buyers Buyer and the Sellers will cooperate with one another to provide the Buyers Buyer with the benefits of each Consent-Pending Contract (and the Buyers Buyer may utilize such benefits), and the Buyers Buyer will assume and agree to timely pay, satisfy, perform, and discharge the Sellers' liabilities which arise under such Contract, unless and until such Contract is a Consent-Denied Contract (as defined below). If such Contract becomes a Consent-Denied Contract, then the Buyers Buyer may thereafter suspend their its performance of the Sellers' obligations arising thereafter under such Contract until such time as such Consent-Pending Contract is no longer a Consent-Denied Contract, and the Sellers will perform or otherwise satisfy such obligations. If the Buyers are Buyer is denied the benefits of any Consent-Pending Contract while it is a Consent-Pending Contract, then the Sellers will be responsible for the obligations of the Sellers pursuant to such Contract to the extent that they relate to the period during which it is a Consent-Pending Contract or a Consent-Denied Contract; provided that to the extent that the Buyers Buyer actually receive receives or received the benefit of any Consent-Pending Contract or Consent-Denied Contract while it is or was a Consent-Pending Contract or a Consent-Denied Contract, the Buyers Buyer will be responsible for the performance of the Sellers' obligations arising thereunder to the extent they relate to the benefit received by the Buyers Buyer while such Consent-Pending Contract or Consent-Denied Contract is or was a Consent-Pending Contract or a Consent-Denied Contract. (iii) A Consent-Pending Contract becomes a "Consent-Denied Contract" if, prior to February 28, 1998, (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any Party to such Contract other than the Sellers or the Buyers expressly terminates the Buyers' enjoyment of the rights and benefits pursuant to such Contract on the ground that such Party's consent to the assignment of the Sellers' rights under such Contract to the Buyers pursuant to this Agreement has not been obtained, or if such Consent-Pending Contract remains a Consent-Pending Contract on February 28, 1998 Any such Consent-Pending Contract will remain a Consent-Denied Contract unless and until each consent which is required to be obtained in order to permit the assignment of the Sellers' rights under such Contract pursuant to this Agreement has been obtained; provided that no Consent-Denied Contract will cease to be a Consent-Denied Contract after February 28, 1998. In addition, at the Buyers' request, the Sellers will cooperate with the Buyers to the extent reasonably necessary to enforce all rights under each Consent-Pending Contract.