Common use of Consents; Other Restrictions Clause in Contracts

Consents; Other Restrictions. (a) Seller and Purchaser shall each use its best efforts to obtain the consent and approval of, or effect the notification of or filing with, each person or authority whose consent or approval is required in order to permit the consummation of the transactions contemplated by this Agreement, including (i) the final approval of the transactions contemplated under this Agreement by the independent trustee of the ESOP, and (ii) the consent to assign or novate any Seller’s Contract, and to enable Purchaser to conduct and operate the Transferred Business substantially as presently conducted by Seller. Seller and Purchaser agree that the legal instruments whereby Seller requests the required consent of the third parties to the assignment of the Seller’s Contracts and of any other Transferred Asset, as the case may be, to the Purchaser shall be in the forms attached hereto as Exhibits 12.01.1, 12.01.2, and 12.01.3, and Seller shall use its best efforts to obtain each such third parties’ consent to such assignment. Purchaser covenants and agrees to cooperate with Seller and assist Seller in obtaining such consents and approvals including the furnishing of financial and other information reasonably required by the person whose consent or approval is being sought. After the Closing Date, and until such consent has been obtained, Seller shall continue to hold title to all such non-assigned Transferred Assets, including the Seller’s Contracts, but Purchaser shall use such Transferred Assets and perform such non-assigned Seller’s Contracts on Seller’s behalf, and Purchaser shall be entitled to the benefits of, and shall be responsible for the Liabilities arising under, such non-assigned Transferred Assets after the Closing Date. If, nevertheless, the Parties do not obtain the approval of the third party necessary in order to carry out the transfer of any Seller’s Contract or other Transferred Asset within a six month period after the Closing Date, or if there are other restrictions of any reason not allowing a transfer within that time period, Seller agrees to, upon Purchaser’s request and subject to its approval, divest, terminate or liquidate such Transferred Asset in the manner instructed by Purchaser and transfer the funds received from such divestiture, termination or liquidation to Purchaser immediately after receipt thereof. (b) After the Closing Date, Purchaser shall use the Transferred Assets to perform the Redstone Arsenal Agreement on Seller’s behalf, and Purchaser shall be entitled to the benefits of, and shall be responsible for the Liabilities arising under, the Redstone Arsenal Agreement after the Closing Date.