Common use of Consents; Further Assurances Clause in Contracts

Consents; Further Assurances. (a) The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services. The cost of obtaining any such consents, licenses and other agreements that primarily relate to the Separations and that are required to perform Services will be allocated as set forth on Schedule 2.4. The cost for all other consents, licenses and other agreements that are required to perform the Services shall be borne as provided in the applicable Exhibit. In the event that any consent, license or other agreement under this Section 2.4 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party ascertaining that such consent, license or other agreement will not be granted by the applicable third party shall immediately notify all other affected Parties, and the Service Provider Party shall as soon as practicable notify the affected Service Recipient Parties in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the affected Service Recipients in obtaining alternative arrangements, (iii) the Service Provider Party shall continue to provide the Services to the extent reasonably practicable under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement. (b) Each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by another Party, who is either a Service Provider to such Party or a Service Recipient of such Party, in order to effect or enable the provision of the Services contemplated hereunder. In addition, each Party shall cause its Affiliates who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including without limitation, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Affiliates to so perform.

Consents; Further Assurances. (a) The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services, unless otherwise stated in a Services Agreement. The cost of obtaining any such consents, licenses and other agreements that primarily relate to the Separations and that are required to perform Services will be allocated as set forth on Schedule 2.4, except as otherwise provided in any exhibit hereto. The cost for all other consents, licenses and other replicating any agreements that are required to perform in connection with the Services Reorganization or the IPO shall be borne as provided in by the applicable ExhibitParty to such replicated agreement. In the event that any consent, license or other agreement under this Section 2.4 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party ascertaining that such consent, license or other agreement will not be granted by the applicable third party shall immediately notify all the other affected PartiesParty, and the Service Provider Party shall as soon as practicable notify the affected Service Recipient Parties in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the affected Service Recipients Recipient in obtaining alternative arrangements, (iii) the Service Provider Party shall continue to provide the Services to the extent reasonably practicable under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement. (b) Each In order to effectuate the intent of Section 2.4(a), each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by another the other Party, who is either a the Service Provider to such Party or a the Service Recipient of such Party, in order to effect or enable the provision of the Services contemplated hereunder. In addition, each Party shall cause its Affiliates Subsidiaries who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including without limitation, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Affiliates Subsidiaries to so perform.

Consents; Further Assurances. (a) The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services, unless otherwise stated in a Services Agreement. The cost of obtaining any such consents, licenses and other agreements that primarily relate to the Separations and that are required to perform Services will be allocated as set forth on Schedule 2.4. The cost for all other consents, licenses and other replicating any agreements that are required to perform in connection with the Services Reorganization or the IPO shall be borne as provided in by the applicable ExhibitParty to such replicated agreement. In the event that any consent, license or other agreement under this Section 2.4 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party ascertaining that such consent, license or other agreement will not be granted by the applicable third party shall immediately notify all the other affected PartiesParty, and the Service Provider Party shall as soon as practicable notify the affected Service Recipient Parties in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the affected Service Recipients Recipient in obtaining alternative arrangements, (iii) the Service Provider Party shall continue to provide the Services to the extent reasonably practicable under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement. (b) Each In order to effectuate the intent of Section 2.4(a), each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by another the other Party, who is either a the Service Provider to such Party or a the Service Recipient of such Party, in order to effect or enable the provision of the Services contemplated hereunder. In addition, each Party shall cause its Affiliates Subsidiaries who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including without limitation, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Affiliates Subsidiaries to so perform.