Common use of Consents and Further Assurances Clause in Contracts

Consents and Further Assurances. (a) Each Contributor agrees that it will, and it will cause the Companies and Bar None to, use commercially reasonable efforts to obtain the written consent of any other necessary party to the assignment of any Contract or undertaking constituting a part of the Business to be transferred under the Related Documents and, to the extent that any such Contract or undertaking requiring such consent is transferred or assigned pursuant to the terms of the Related Agreements without such consent, each Contributor shall, and shall cause the Companies and Bar None to, cooperate with FADV in any lawful arrangement designed to provide FADV the benefits of such Contract or undertaking; provided, however, that, in order to obtain any such consent, no (a) loan agreement or Contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, (b) Contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to any Contributor or its Affiliates, (c) Contributor or its Affiliates shall be required to make any cash payment, provide any guaranty or relinquish any property or contractual rights and (d) Contributor or its Affiliates shall, and no Contributor or its Affiliates shall be required to, commit to any divestiture transaction, agree to sell or hold separate or agree to license to competitors of such Contributor or its Affiliates, before or after the Closing Date, any of such Contributor’s or its Affiliates’ businesses, product lines, properties or assets, or agree to any changes or restrictions in the operation of such businesses, product lines, properties or assets. (b) Subject to the proviso in (a) above, on or after the Closing Date and without further consideration, FADV and each Contributor shall from time to time execute and deliver such further instruments of conveyance, assignment and transfer and shall take, or cause to be taken, such other action as any other Party may reasonably request for the more effective conveyance, assignment and transfer to FADV of any part of the Business as contemplated by this Agreement and the Related Agreements, and each shall lend its assistance in the effectuation of the intentions and purposes of this Agreement and the Related Agreements.

Consents and Further Assurances. (a) Each Contributor agrees Subject to the proviso to Section 5.03, the Parties agree that it will, and it they will cause the Companies and Bar None to, use commercially reasonable their best efforts to obtain the written consent of any other necessary party to the assignment of any Contract contract, lease, commitment, sales order, purchase order or undertaking constituting a part of the Business any Interest to be transferred under the Related Documents hereunder and, to the extent that any such Contract contract, lease, commitment, sales order, purchase order or undertaking requiring such consent is transferred or assigned pursuant to the terms of the Related Agreements this Agreement without such consent, each Contributor shall, and shall cause the Companies and Bar None to, Parties will cooperate with FADV each other and with NEWCO in any lawful arrangement designed to provide FADV each Party and NEWCO the benefits of such Contract or undertaking; provided, however, that, in order to obtain under any such consent, no (aInterest. Notwithstanding Section 5.03 and any other provision of this Section 5.04(a) loan agreement or Contract for borrowed money shall be repaid except as currently required by its terms, in whole or in partto the contrary, (bi) Contract shall be amended to increase the amount payable thereunder none of FAFCO, FAREISI or otherwise to be more burdensome to any Contributor or its Affiliates, (c) Contributor or its Affiliates other FAFCO Member shall be required to make seek the consent to the transfer of the FAFCO Interests of any cash paymentparty to a contract with FAFCO, provide FAREISI or any guaranty other FAFCO Member pursuant to which a consent is required, provided that, in lieu of seeking and obtaining any such required consent, FAFCO agrees to indemnify and hold NEWCO harmless from all Losses suffered or relinquish paid, directly or indirectly, through application of NEWCO's assets or otherwise, as a result of or arising out of the failure of FAFCO, FAREISI or any property other FAFCO Member to seek or contractual rights obtain any such required consent and (dii) Contributor FAFCO may request that EXPERIAN not seek the consent to the transfer of the EXPERIAN Interests of any party to a contract with EXPERIAN pursuant to which a consent is required, and, so long as FAFCO agrees to indemnify and hold EXPERIAN harmless from all Losses suffered or its Affiliates shallpaid, and no Contributor directly or its Affiliates shall be indirectly, through application of EXPERIAN's assets or otherwise, as a result of or arising out of the failure of EXPERIAN to seek or obtain any such required toconsent in accordance with the FAFCO request, commit to any divestiture transaction, agree to sell or hold separate or agree to license to competitors EXPERIAN will not seek the consent of such Contributor or party to the transfer of the EXPERIAN Interests unless it determines, in its Affiliatessole and absolute discretion, before or after the Closing Date, any of that obtaining such Contributor’s or its Affiliates’ businesses, product lines, properties or assets, or agree to any changes or restrictions consent is in the operation best interests of such businesses, product lines, properties or assetsits businesses other than the RES Business. (b) Subject to the proviso in (a) aboveto Section 5.03, on or after the Closing Date and without further consideration, FADV and each Contributor shall Party shall, from time to time time, execute and deliver such further instruments of conveyance, assignment and transfer and shall take, or cause to be taken, such other action as NEWCO or any other Party may reasonably request for the more effective conveyance, assignment and transfer to FADV NEWCO of any part of the Business as contemplated by this Agreement and the Related AgreementsInterests, and each Party shall lend its assistance to NEWCO or any other Party in the collection and reduction to possession of the Interests, in the exercise of rights with respect thereto and otherwise in the effectuation of the intentions and purposes of this Agreement and the Related AgreementsAgreement.