Common use of Consents and Cooperation Clause in Contracts

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closing, the Buyer will submit applicable licensure applications for a change of ownership for the Acquired Companies with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Consents and Seller Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies (or any of them) from and after the Core Portfolio Closing Date and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Properties, and Sellers shall, and shall cause each Acquired Company to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers the Buyer shall use commercially reasonable efforts to obtain all Seller Consents (as defined in the Purchase Agreement) and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable appropriate licensure applications for a change of ownership for the Acquired Companies Casablanca Subsidiaries with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Seller Consents and Seller Buyer Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company Casablanca Subsidiary that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Option Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies Casablanca Subsidiaries (or any of them) from and after the Core Portfolio Closing Date or (c) take any action involving more than nominal expense, cost or burden prior to the delivery of an Exercise Notice and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies Casablanca Subsidiaries or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Casablanca Properties, and Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Casablanca Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers and Buyers the Buyer shall use commercially reasonable efforts to obtain all Seller Consents (as defined in the Purchase Agreement) and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable appropriate licensure applications for a change of ownership for the Acquired Companies Casablanca Subsidiaries with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer shall reasonably assist and cooperate with the other in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Seller Consents and Seller Buyer Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company Casablanca Subsidiary that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Option Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies Casablanca Subsidiaries (or any of them) from and after the Core Portfolio Closing Date or (c) take any action involving more than nominal expense, cost or burden prior to the delivery of an Exercise Notice and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies Casablanca Subsidiaries or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer with respect to the Acquired Casablanca Properties, and Sellers shall, and shall cause each Acquired Company Casablanca Subsidiary to, subject to the last sentence of Section 6.2(a6.2 (a), grant access to the Acquired Casablanca Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers Seller and Buyers VSCRE shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoing, prior to the appropriate closingClosing, the Buyer will submit applicable licensure applications for a change of ownership for the Acquired Companies with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers Seller, VSCRE and the Buyer shall use commercially reasonable efforts to obtain all consents, permits, approvals of, and exemptions by, any Governmental Entity and all other consents and approvals of Persons (other than any Governmental Entity), in each case as set forth in Section 6.3 of the Disclosure Schedule (collectively, the “Material Consents”). Seller and VSCRE shall reasonably assist and cooperate with the other Buyer in preparing and filing all documents required to be submitted by the Buyer or the Sellers to any Governmental Entity in connection with such transactions and in obtaining any relevant Buyer Consents and Seller Consents Material Consent (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers Seller, VSCRE or any Acquired Company Subsidiary that counsel to the Buyer determines determines, acting practically, is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller ConsentsMaterial Consent). Each of the parties hereto shall use all commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documentsthis Agreement. In connection therewith, if any administrative or judicial action or proceeding is instituted challenging the transactions contemplated by the Transaction Documents this Agreement as violative of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”), that is in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers Seller decide that litigation is not in their respective best interests. The Buyer Notwithstanding the provisions of the immediately preceding sentence, it is expressly understood and Sellers agreed that no party hereto shall each have any obligation to litigate or contest any administrative or judicial action or proceeding or any Order beyond the earlier of (i) 60 days after the date of this Agreement or (ii) the date of a ruling or Order preliminarily enjoining such transaction issued by a court of competent jurisdiction. Each of the Buyer, Seller and VSCRE shall use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws with respect to the such transactions contemplated by the Transaction Documents as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiariessubsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries subsidiaries or any Affiliates thereof or the Acquired Companies (Seller or any of them) its Affiliates from and after the Core Portfolio Closing Date and (ii) none of Sellers Seller, VSCRE, the Subsidiaries or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies or a material adverse effect on the Buyer, any of its Subsidiaries subsidiaries or any Affiliates thereof or any the Seller or any of their respective its Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers Seller and VSCRE shall, and shall cause each Acquired Company Subsidiary to, fully cooperate with the Buyer in connection with the Buyer obtaining title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer Buyer, acting practically, with respect to the Acquired PropertiesReal Property Assets, and Sellers Seller and VSCRE shall, and shall cause each Acquired Company Subsidiary to, subject to the last sentence of Section 6.2(a), grant access to the Acquired Properties Real Property Assets and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary non-imputation endorsements) at or prior to Closing.

Consents and Cooperation. Prior (a) Purchaser acknowledges that the Property Owner Subsidiary has granted to UPenn a right of first offer to purchase the Property pursuant to the Core Portfolio Closing, HUD Portfolio Closing or the Casablanca Option Closing Date, as applicable, Sellers Penn ROFO. The Parties acknowledge and Buyers shall use commercially reasonable efforts to obtain all Seller Consents and Buyer Consents, respectively. Without limiting, and in furtherance of, the foregoingagree that, prior to the appropriate closingAgreement Date and as a material inducement for Purchaser to enter into the Transactions contemplated by this Agreement, UPenn has, pursuant to the Penn ROFO Waiver and Modification, waived such right of first offer in respect of such Transactions. (b) During the Contract Period, each of the Parties shall use its reasonable commercial efforts to satisfy each of the Closing Conditions and effect the Closing as soon as practicable (subject to the terms of Section 3.1 hereof). Without limiting the generality of the foregoing, the Buyer will submit applicable licensure applications for a change of ownership for the Acquired Companies with the appropriate state licensure authorities (the “License Authorities”) and provide notice of any such submissions to the Sellers concurrently with the making of such submissions. Each of Sellers and the Buyer Parties shall reasonably assist and cooperate with the each other in negotiating, preparing and or filing all documents required to be submitted by the Buyer prepared, negotiated or the Sellers to any Governmental Entity filed in connection with such transactions and in obtaining any relevant Buyer Consents and Seller Consents (which assistance and cooperation shall include, without limitation, the timely furnishing to the Buyer or Sellers, as applicable, of all information concerning Buyer or Sellers or any Acquired Company that counsel to the Buyer determines is required to be included in such documents or would be helpful in obtaining any such Buyer Consents and Seller Consents)each Key Closing Deliverable. Each of the parties hereto Parties shall use all commercially its reasonable commercial efforts to resolve such objections, if any, as may be asserted by any Governmental Entity Person in relation to any Key Closing Deliverable. In no event shall non-delivery by a counterparty (other than any Party or its Affiliate at the time of Closing) to any of the agreements in Sections 7 and 8 be a breach by any Party if such Party complied with the other provisions of this Section 6.3 and Section 6.9. (c) Without limiting or expanding the rights or obligations of the Parties under Sections 6.2, Seller shall keep Purchaser reasonably well informed of matters which arise outside the ordinary course of business with respect to the transactions contemplated by Property during the Transaction Documents. In connection therewith, if any administrative or judicial action or proceeding Contract Period (provided that such matter is instituted challenging within the transactions contemplated by the Transaction Documents as violative Knowledge of any applicable Law, each of the parties hereto shall cooperate and use all commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”Seller), that is and will confer in effect and that prohibits, prevents, or restricts consummation of such transactions, unless by mutual agreement the Buyer and Sellers decide that litigation is not in their respective best interests. The Buyer and Sellers shall each use all commercially reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the applicable Laws good faith with Purchaser with respect to the transactions contemplated any material action to be taken by the Transaction Documents as promptly as possible after the execution of this Agreement. Notwithstanding anything to the contrary herein, (i) none of the Buyer, any of its Subsidiaries or any Affiliate thereof shall (a) be required to divest any of its or its Subsidiaries’ or Affiliates’ businesses or assets, or (b) to take or agree to take any other action or agree Target Group Company Member with respect to any limitation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Buyer, any of its Subsidiaries or any Affiliates thereof or the Acquired Companies such matters. (or any of themd) from and after the Core Portfolio Closing Date and (ii) none of Sellers or any Affiliate thereof shall (x) be required to divest any of their respective businesses, or assets, or (y) to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the Acquired Companies or a material adverse effect on any of its Subsidiaries or any Affiliates thereof or any The Seller or any of their respective Affiliates from and after the Core Portfolio Closing Date. Without limiting, and in furtherance of, the foregoing, Sellers Parties shall, and shall cause each Acquired Company other Seller Group Member to, fully reasonably cooperate with the Buyer Purchaser in connection with Purchaser obtaining (whether on behalf of itself or the Buyer obtaining Target Company with respect to the post-Closing period) title policies (and customary endorsements thereto), surveys, zoning reports or certificates and any other property-level inquiries or undertakings sought by the Buyer Purchaser with respect to the Acquired PropertiesProperty. (e) The Seller Parties shall use commercially reasonable efforts to assist Purchaser in: (i) obtaining a Subordination, Non-Disturbance and Attornment Agreement (in the form attached hereto as Exhibit H-1 or in such other form and substance reasonably required by, or otherwise acceptable to, Purchaser’s lender) from the GSA-IRS with regard to the GSA-IRS Lease (the “GSA-IRS SNDA”), provided that Purchaser notifies Seller of the identity of Purchaser’s lender and the proposed form of the GSA-IRS SNDA, and Sellers shall, and shall cause each Acquired Company to, subject (ii) obtaining such modifications to the last sentence proposed form of Section 6.2(a), grant access GSA-IRS SNDA that Purchaser’s lender may reasonably request prior to or after the date on which such form is sent to the Acquired Properties and execute and deliver any certificates or affidavits reasonably requested in connection therewith (including any title affidavit and indemnity relating to customary nonGSA-imputation endorsements) at or prior IRS. For the avoidance of doubt, the GSA-IRS SNDA shall not be a condition to Closing. (f) The Seller Parties shall use commercially reasonable efforts to assist Purchaser in: (i) obtaining such acknowledgments and consents as Purchaser’s lender may reasonably require from the BDN Garage Owner in connection with the assignment of the GSA-IRS Parking Area Lease and any similar documents provided as security for the loan made by such lender, and (ii) obtaining such modifications to the proposed forms that Purchaser’s lender may reasonably request prior to or after the date on which such forms are sent to the BDN Garage Owner, provided that (i) Purchaser notifies Seller of the identity of Purchaser’s lender and the proposed forms of such acknowledgments and consents at least ten (10) Business Days in advance of the Closing Date, and (ii) no such acknowledgment or consent shall impose any material liability, obligation, cost or expense on BDN Garage Owner or any Seller Parties beyond their express obligations set forth in the GSA-IRS Parking Area Lease. For the avoidance of doubt, the acknowledgments, consents and other documents contemplated under this Section 6.3(f) shall not be conditions to Closing.