Common use of Consents Not Obtained at Closing Clause in Contracts

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers at or prior to the Closing such consents as are required to allow the assignment by Sellers to Purchasers of the Sellers’ right, title and interest in, to and under any Contract included in the Purchased Assets. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx of Sale to the contrary notwithstanding, Sellers are not obligated to transfer to Purchasers any of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ expense, to obtain any consents and waivers necessary to convey to Purchasers all Contracts intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed Contract, a Bxxx of Sale shall constitute an equitable assignment by Wxxxx US to US Purchaser of all of Wxxxx US’ rights, benefits, title and interest in and to such Assumed Contract, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser shall be deemed to be Wxxxx US’s agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ rights and liabilities arising after the Closing Date under such Assumed Contract, and Wxxxx US shall take all necessary steps and actions to provide US Purchaser with the benefits of such Assumed Contract. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 that results from the failure to obtain any required consents set forth on Schedule 9.5.

Consents Not Obtained at Closing. (a) Sellers Seller shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers Purchaser at or prior to the Closing such consents as are required to allow the assignment by Sellers Seller to Purchasers Purchaser of the Sellers’ Seller's right, title and interest in, to and under any Contract included in the Purchased Assets. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx Xxxx of Sale and Assignment Agreement shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx Xxxx of Sale and Assignment Agreement to the contrary notwithstanding, Sellers are Seller is not obligated to transfer to Purchasers Purchaser any of their its rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers Seller shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers Purchaser shall cooperate with Sellers Seller at Sellers’ Seller's expense, to obtain any consents and waivers necessary to convey to Purchasers Purchaser all Contracts intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed Contract, a Bxxx the Xxxx of Sale and Assignment Agreement shall constitute an equitable assignment by Wxxxx US Seller to US Purchaser of all of Wxxxx US’ Seller's rights, benefits, title and interest in and to such Assumed Contract, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser shall be deemed to be Wxxxx US’s the Seller's agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ Seller's rights and liabilities arising after the Closing Date under such Assumed Contract, and Wxxxx US Seller shall take all necessary steps and actions to provide US Purchaser with the benefits of such Assumed Contract. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy . Seller shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 Adverse Consequence that results from the Seller's failure to obtain any required consents set forth on Schedule 9.5to assignment.

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers at or prior to the Closing such consents as are required to allow the assignment by Sellers to Purchasers of the Sellers’ ' right, title and interest in, to and under any Contract included in the Purchased Assets, except as otherwise expressly contemplated by Section 5.4. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx any Seller Xxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx any Seller Xxxx of Sale to the contrary notwithstanding, Sellers are not obligated to transfer to Purchasers any of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ ' expense, to obtain any consents and waivers necessary to convey to Purchasers all Contracts intended to be included in the Purchased Assets, except as otherwise expressly contemplated by Section 5.4. (c) If any such consents and waivers are not obtained with respect to any Assumed Contract, a Bxxx each applicable Seller Xxxx of Sale shall constitute an equitable assignment by Wxxxx US the applicable Seller to US the applicable Purchaser of all of Wxxxx US’ such Seller's rights, benefits, title and interest in and to such Assumed Contract, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US such Purchaser shall be deemed to be Wxxxx US’s such Seller's agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ such Seller's rights and liabilities arising after the Closing Date under such Assumed Contract, and Wxxxx US such Seller shall take all necessary steps and actions to provide US such Purchaser with the benefits of such Assumed Contract. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy . Sellers shall hold Cxxxxxx, US Purchaser and Canadian such Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 Adverse Consequence that results from the Sellers' failure to obtain any required consents set forth on Schedule 9.5to assignment.

Consents Not Obtained at Closing. (a) Sellers Seller shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers Purchaser at or prior to the Closing such consents as are required to allow the assignment by Sellers Seller to Purchasers the Company of the Sellers’ Seller’s right, title and interest in, to and under any Contract or Permit included in the Purchased Assets. To the extent any Contract or Permit is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx Xxxx of Sale shall constitute an assignment or an attempted assignment of such ContractContract or Permit. (b) Anything in this Agreement or the Bxxx Xxxx of Sale to the contrary notwithstanding, Sellers are Seller is not obligated to transfer to Purchasers the Company any of their rights and obligations in and to any Contract or Permit without first having obtained all necessary consents and waivers. After the Closing Date, Sellers Seller shall use all commercially reasonable efforts, and Cxxxxxx Purchaser and Purchasers the Company shall cooperate with Sellers Seller at Sellers’ Seller’s expense, to obtain any consents and waivers necessary to convey to Purchasers the Company all Contracts and Permits intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed ContractContract or Permit, a Bxxx the Xxxx of Sale shall constitute an equitable assignment by Wxxxx US Seller to US Purchaser the Company of all of Wxxxx US’ Seller’s rights, benefits, title and interest in and to such Assumed ContractContract or Permit, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser Company shall be deemed to be Wxxxx USSeller’s agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ Seller’s rights and liabilities arising after the Closing Date under such Assumed ContractContract or Permit, and Wxxxx US Seller shall take all necessary steps and actions to provide US Purchaser the Company with the benefits of such Assumed Contract. (d) If a Contract or Permit. Seller shall hold Purchaser and the Company harmless from any Adverse Consequences to the extent resulting from Seller’s failure to obtain any consent to assignment as required under Section 15.2(b); provided, however, that such Adverse Consequences shall not have arisen from Purchaser’s or approval is required by any Person pursuant the Company’s failure to any Contract, any Permit or otherwise of Wxxxx Canada, and reasonably cooperate with Seller to obtain such consent or approval is not obtained at Purchaser’s or before the Closing Company’s failure to comply with any commercially reasonable requirements imposed by the party from whom such consent must be obtained; provided further, however, that Purchaser and the Company shall have no obligation to pay any amount to any Person, or if an attempted assignment or transfer to accept any change in the terms and conditions of any Contract or Permit of Wxxxx Canada is ineffectivePermit, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 that results from the failure to obtain any required consents set forth on Schedule 9.5such a consent.

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts SSCE agrees to attempt diligently to obtain and deliver any necessary consents which may be required to Cxxxxxx and Purchasers at or prior effect the assignment to the Closing such consents as are required to allow the assignment by Sellers to Purchasers Purchaser of the Sellers’ rightAssumed Contracts and Permits and the Purchaser will diligently cooperate with SSCE in obtaining the same, title and interest inwill take such steps as reasonably requested by SSCE with respect thereto. Sellers and Purchaser acknowledge and agree that they shall diligently cooperate in identifying and obtaining the transfers of existing and the issuance of new Permits, including Environmental Permits. Prior to the Closing, the Sellers will consult with Purchaser with respect to the obtaining of such consents, will keep Purchaser apprised of the status thereof and under will allow Purchaser to participate in any Contract included in discussions or negotiations relating to such consents. Purchaser agrees to furnish the Purchased AssetsSellers with financial and other information relating to Purchaser reasonably requested by the parties from whom the consent is being obtained. To the extent In obtaining such consents, Sellers will not agree to any Contract is not capable material modifications of being assigned any material terms of such contracts and Permits without the consent or waiver of the other party thereto or any third party Purchaser (including any Governmental Authoritywhich consent shall not be unreasonably withheld), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx of Sale to the contrary notwithstanding, . If Sellers are not obligated able to transfer to Purchasers obtain any such required consents as of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing, upon the request of Purchaser during the 6-month period from the Closing Date, Sellers shall will use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ expense, commercial efforts to obtain any such consents and waivers necessary to convey transfer such contracts and Permits to Purchasers all Contracts intended to be included in the Purchased Assets. Purchaser (c) If and upon transferring any such contract or Permit to Purchaser after obtaining the necessary consents, such contract or Permit, as the case may be, shall be considered an Assumed Contract and a Purchased Asset under this Agreement). Except as provided in Section 5.04(b), in such cases where such consents and waivers are have not been obtained with respect to any Assumed Contractby the Closing Date, a Bxxx of Sale shall constitute an equitable assignment by Wxxxx US to US Purchaser of all of Wxxxx US’ rights, benefits, title and interest in and to such Assumed Contractthis Agreement, to the extent permitted by Law, and provided US Purchaser is entitled shall constitute an equitable assignment by the Sellers to the full benefits thereofPurchaser of all of the Sellers right, US benefit, title and interest in and to the Assumed Contracts, and the Purchaser shall be deemed to be Wxxxx US’s the Sellers’ agent for the purpose of completing, fulfilling and discharging all of Wxxxx USthe Sellers’ rights and liabilities arising after the Closing Date under such the Assumed ContractContracts, and Wxxxx US the Sellers shall take all reasonably necessary steps and actions to provide US the Purchaser with the benefits of such Assumed Contractcontracts and commitments. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 that results from the failure to obtain any required consents set forth on Schedule 9.5.

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts Each of Seller and Purchaser agree to attempt diligently to obtain any necessary consents which may be required to effect the assignment to Purchaser of the contract obligations transferred under this Agreement and deliver to Cxxxxxx each Party will diligently cooperate with the other in obtaining the same, and Purchasers at or prior to the Closing will take such steps as reasonably requested by such Party with respect thereto. In such cases where such consents as are required to allow the assignment have not been obtained by Sellers to Purchasers of the Sellers’ right, title and interest in, to and under any Contract included in the Purchased Assets. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx of Sale to the contrary notwithstanding, Sellers are not obligated to transfer to Purchasers any of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ expensethis Agreement, to obtain any consents the extent permitted by Law and waivers necessary to convey to Purchasers all Contracts intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed Contractif elected by Purchaser, a Bxxx of Sale shall constitute an equitable assignment by Wxxxx US Seller to US Purchaser of all of Wxxxx US’ Seller’s rights, benefits, obligations, liabilities, title and interest in and to such Assumed Contract, to the extent permitted by Lawassigned contracts and commitments, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser shall be deemed to be Wxxxx USSeller’s agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ Seller’s rights and liabilities arising after the Closing Date under such Assumed Contractassigned contracts and commitments, and Wxxxx US shall Seller shall, at Purchaser’s sole cost and expense, take all necessary commercially reasonable steps and actions requested by Purchaser to provide US Purchaser with the benefits and liabilities of such Assumed Contract. (dcontracts and commitments. [Notwithstanding anything to the contrary contained in this Agreement, to the extent consent is necessary under any of the Contracts listed in items [ ] to [ ] of Section 7.06(a)(i) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, the Disclosure Schedules2 and such consent or approval is not obtained at or before prior to the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless is otherwise not capable of assignment, such Contract shall not be considered a Purchased Asset and until such consent or approval is obtained or becomes effective. (e) Katy shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 that results from the failure to obtain so assign any required consents set forth on Schedule 9.5such Contract shall not affect the Closing.] The Parties shall continue to use commercially reasonable efforts to effect the assignment of any such Contract capable of assignment following the Closing.

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers at or prior to the Closing such consents as are required to allow the assignment by Sellers to Purchasers of the Sellers’ ' right, title and interest in, to and under any Contract included in the Purchased Assets. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx of Sale to the contrary notwithstanding, Sellers are not obligated to transfer to Purchasers any of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ ' expense, to obtain any consents and waivers necessary to convey to Purchasers all Contracts intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed Contract, a Bxxx of Sale shall constitute an equitable assignment by Wxxxx US to US Purchaser of all of Wxxxx US’ ' rights, benefits, title and interest in and to such Assumed Contract, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser shall be deemed to be Wxxxx US’s 's agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ ' rights and liabilities arising after the Closing Date under such Assumed Contract, and Wxxxx US shall take all necessary steps and actions to provide US Purchaser with the benefits of such Assumed Contract. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until such consent or approval is obtained or becomes effective. (e) Katy shall hold Cxxxxxx, US Purchaser and Canadian Purchaser harmless from any Loss up to an aggregate amount of $2,000,000 that results from the failure to obtain any required consents set forth on Schedule 9.5.