Common use of Consents; Notices Clause in Contracts

Consents; Notices. At or prior to the Closing, Buyer and Seller shall, and Seller shall cause its Affiliates to, use commercially reasonable efforts to obtain all Consents and give all notices required for Seller to assign the Acquired Agreements to Buyer to the extent not assignable without any such approval, consent, or notice pursuant to Section 363 or Section 365 of the Bankruptcy Code. If any Consent is not obtained prior to the Closing or to the extent that any Acquired Agreement or any other Acquired Asset (each, a “Non-Assigned Asset”) has not been assigned, transferred or conveyed from Seller or any of its Affiliates to Buyer prior to the Closing, then (i) Seller shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts after the Closing to obtain the Consents and effect the assignment, transfer or conveyance of such Non-Assigned Asset to Buyer or its designee, free and clear of all Liens (other than Permitted Encumbrances), as soon as practicable following the Closing Date and for no additional consideration, and (ii) until any such assignment, transfer or conveyance has been completed, to the extent permitted by any applicable Law, Seller and Buyer shall, and shall cause their respective Affiliates to, take such other actions as may be necessary to place the Parties in the position that the Parties would have been in had the Non-Assigned Assets been assigned, transferred or conveyed to Buyer at or prior to the Closing such that all of the benefits and burdens relating to such Non-Assigned Assets, including expenses, risk of loss, potential for gain and control of such Non-Assigned Assets inure from and after the Closing to Buyer, including by establishing an agency type or other similar arrangement reasonably satisfactory to Seller and Buyer. Seller shall consult with Buyer in connection with the Post-Closing Transfers, including (x) at the request of Buyer, providing updates and information regarding the status thereof, including copies of documents related to the Post-Closing Transfers and (y) providing Buyer with a reasonable opportunity in advance of effecting any Post-Closing Transfer to review and comment on all documentation relating thereto and reasonably cooperating with Buyer and its counsel in respect of the form thereof such documentation it is in a form and substance reasonably acceptable to Buyer and its counsel.

Consents; Notices. At Sellers shall promptly (and in no case later than five (5) business days following execution and delivery of this Agreement) give notices to all third parties holding any Scheduled Consents, preferential rights to purchase, or other consents identified to Sellers by Buyer prior to the Closing, and Buyer and shall be provided the form of the consent/notices prior to distribution to the consent or holders of preferential rights holders in order to provide input on the form, which shall be reasonably considered by Seller shall(provided, and Seller shall cause its Affiliates tohowever, use commercially reasonable efforts to obtain all Consents and give all notices required for that any obligation of Seller to assign the Acquired Agreements to Buyer provide notice above shall be deferred to the extent not assignable Buyer fails to timely respond to Sellers’ proposed form of consent). Sellers shall use all commercially reasonable efforts, but without obligation to incur any unreasonable cost or expense, to obtain such approvalconsents. Upon a Seller’s request, consentBuyer will provide such information regarding Buyer, its operations and financial condition as Sellers reasonably believe to be necessary or notice pursuant appropriate in order to Section 363 obtain such consents. Unless waived by Buyer, if a Scheduled Consent or Section 365 of the Bankruptcy Code. If any Consent other consents identified to Sellers by Buyer prior to Closing is not obtained prior to Closing, such Property shall become an Excluded Asset and Buyer’s sole remedy therefor shall be a reduction in the Closing or Base Purchase Price by the Allocated Value of the affected Property. Notwithstanding the foregoing, Buyer may, with respect to the extent that any Acquired Agreement or any other Acquired Asset (each, a “Non-Assigned Asset”) has such consent not been assigned, transferred or conveyed from Seller or any of its Affiliates to Buyer obtained by Sellers prior to the Closing, then (i) elect to waive the requirement that Seller shallobtain such consent prior to Closing and proceed to close on the affected Property and pay Sellers the Allocated Value for such Property; provided, and shall cause its Affiliates tohowever, continue to use commercially reasonable efforts after the Closing that if Sellers is unable to obtain the Consents and effect the assignment, transfer or conveyance of such Non-Assigned Asset to Buyer or its designee, free and clear of all Liens (other than Permitted Encumbrances), as soon as practicable following the Closing Date and for no additional consideration, and (ii) until any such assignment, transfer or conveyance has been completed, to the extent permitted by any applicable Law, Seller and Buyer shall, and shall cause their respective Affiliates to, take such other actions as may be necessary to place the Parties in the position that the Parties would have been in had the Non-Assigned Assets been assigned, transferred or conveyed to Buyer at or consent prior to the Closing such that all of the benefits and burdens relating to such Non-Assigned Assets, including expenses, risk of loss, potential for gain and control of such Non-Assigned Assets inure from and after the Closing to Buyer, including by establishing an agency type or other similar arrangement reasonably satisfactory to Seller and Buyer. Seller shall consult with Buyer in connection with the Post-Closing Transfers, including (x) at the request of Buyer, providing updates and information regarding the status thereof, including copies of documents related to the Post-Closing Transfers adjustment provided for in Section 13(c) hereof, then such Property shall be deemed an Excluded Asset and (ythe provisions of Section 9(b) providing Buyer with a reasonable opportunity in advance of effecting any Post-Closing Transfer to review and comment on all documentation relating thereto and reasonably cooperating with Buyer and its counsel in respect of the form thereof such documentation it is in a form and substance reasonably acceptable to Buyer and its counselhereof shall apply.

Consents; Notices. At or prior to the Closing, Buyer and Seller shall, and Seller Sellers shall cause its Affiliates to, use commercially reasonable efforts to obtain all Consents and give all notices required for Seller Sellers to assign the Acquired Buyer Assumed Agreements to which they are a party to Buyer to the extent not assignable without any such approval, consent, or notice pursuant to Section 363 or Section 365 of the Bankruptcy Code. If any Consent is not obtained prior to the Closing or to the extent that any Acquired Agreement or any other Acquired Asset (each, a “Non-Assigned Asset”) has not been assigned, transferred or conveyed from Seller or any of its Affiliates to Buyer prior to the Closing, then (i) Seller shallthen, subject to Sellers having appropriate levels of resources and personnel, Sellers, at the sole cost of Buyer, shall cause its Affiliates to, continue to use commercially reasonable efforts after the Closing to obtain the Consents and effect the assignment, transfer or conveyance of such Non-Assigned Asset to Buyer or its designee, free and clear of all Liens (other than Permitted Encumbrances), as soon as practicable following the Closing Date and for no additional consideration, and (ii) until any such assignment, transfer or conveyance has been completedand, to the extent permitted by any applicable Law, Seller and Buyer shall, and shall cause their respective Affiliates to, take such other actions as may be necessary to place the Parties in the position that the Parties would have been in had the Non-Assigned Assets been assigned, transferred or conveyed to Buyer at or prior to the Closing such that all of the benefits and burdens relating to such Non-Assigned Assets, including expenses, risk of loss, potential for gain and control of such Non-Assigned Assets inure from and after the Closing to Buyer, including by establishing will establish an agency type or other similar arrangement reasonably satisfactory to Sellers and Buyer under which Buyer would obtain, to the extent practicable, all rights under the Buyer Assumed Agreements and assume the corresponding Assumed Liabilities for the period of time that the Consents are not obtained and the Buyer Assumed Agreements are not assigned. For the avoidance of doubt, the Parties agree and acknowledge that (a) the failure by Sellers to obtain any Consents shall not relieve any party of its obligations to consummate the transactions contemplated hereby, (b) there will not be any adjustment to the Purchase Price if any Consents are not obtained or certain Buyer Assumed Agreements are not assigned, and (c) Buyer shall not have any claim against Sellers after the Closing in respect of any such Consents not being obtained or Buyer Assumed Agreements not being assigned. Buyer (or its applicable Subsidiary) shall use commercially reasonable efforts (at its expense) to obtain Buyer Registrations prior to Closing or as soon thereafter as reasonably possible. If Buyer (or an applicable Subsidiary of Buyer) has not obtained Buyer Registrations prior to Closing, the applicable Seller entities which hold the Sellers’ Registrations prior to Closing shall not dissolve their legal existence until Buyer (or an applicable Subsidiary of Buyer) has obtained its own Registrations. Notwithstanding anything to the contrary in this Agreement, upon confirmation of a Chapter 11 plan in the Bankruptcy Cases, Sellers may dissolve their legal existence and file their respective certificates of dissolution (or equivalent filings) but only upon fifteen (15) calendar days’ written notice to Buyer. , which notice shall contain Sellers’ good faith reasonable estimate of all costs and expenses of continuing as a legal entity in good standing, including, without limitation, payment of all carrying costs and post-confirmation quarterly fees due to the U.S. Trustee on behalf of Sellers (all such costs and expenses, the “Costs”); provided, that, if Buyer provides a written request within ten (10) calendar days after receiving Sellers’ notice that it desires any such Seller not to make such filing(s), then Sellers shall consult with Buyer in connection with not make such filing(s) until the Post-Closing Transfers, including earlier of (x) at the request first anniversary of Buyerthe Closing, providing updates and information regarding the status thereof, including copies of documents related to the Post-Closing Transfers and (y) providing the date that Buyer with a reasonable opportunity in advance of effecting any Post-Closing Transfer to review and comment on all documentation relating thereto and reasonably cooperating with obtains Buyer and its counsel in respect of the form thereof Registrations, provided that Buyer shall not make such documentation it is request unless Buyer agrees (in a form and substance manner reasonably acceptable to Buyer Sellers) to pay, in advance, all Costs, as such Costs are reasonably estimated by Sellers in good faith. Nothing in this Section 5.10, or in Section 2.8(j) or Section 2.10, shall prevent any Seller from filing and its counselseeking confirmation of a Chapter 11 plan.