Consents; Additional Services Clause Samples

Consents; Additional Services. (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 2.11(d), there shall be excluded from the transactions contemplated by this Agreement any Real Property Lease, Equipment Lease, Permit, Assumed Contract, Contract or other Purchased Asset which is not assignable or transferable (i) without the consent of any Person other than the Seller Entities, the Conveyed Companies or any Subsidiary of Seller or Purchaser, to the extent that such consent shall not have been given prior to the Closing or (ii) without violating any applicable Law; provided, however, that Seller and each of the Seller Entities and Purchaser shall have the continuing obligation until twelve (12) months after the Closing to use reasonable best efforts to obtain all necessary consents to the assignment or transfer thereof, it being understood that (x) other than general internal costs, overhead and use of internal personnel and assets or infrastructure, neither the Seller Entities, Purchaser nor any of their respective Affiliates or Subsidiaries shall be required to expend money, incur any Liability, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such consents and (y) in connection therewith, Seller shall not, and shall cause its Affiliates (including, if prior to the Closing, the Conveyed Companies) not to, (A) commit to make any payments other than cash payments that are Retained Liabilities or otherwise paid in full prior to the Closing or (B) make any non-monetary concession that would purport to bind Purchaser, its Affiliates, the Business or any Conveyed Company following the Closing. Upon obtaining the requisite third-party consents thereto, such Real Property Leases, Equipment Leases, Permits, Assumed Contracts, Contracts or other Purchased Asset shall promptly be transferred and assigned to Purchaser hereunder at no additional cost. (b) Subject to Section 2.11(d), with respect to any Purchased Asset that is not transferred and assigned to Purchaser at the Closing by reason of Section 2.7(a), after the Closing, until any requisite consent is obtained therefor and the same is transferred and assigned to Purchaser, the Parties shall cooperate with each other and use their reasonable best efforts to obtain for Purchaser, at no cost to Seller or Purchaser or any of its Affiliates, an arrangement with respect thereto to provide for Purchaser substantially comparable benefits therein and ...