Consents; Subsequent Documentation Sample Clauses

Consents; Subsequent Documentation. (a) Subject to Section 3.2(f), there shall be excluded from the transactions contemplated by this Agreement any Real Property Lease, Equipment Lease, Intellectual Property License, Contract, agreement, lease, license or right that is not assignable or transferable without the consent of any Person other than Parent, Selling Sub, Company or Buyer, to the extent that such consent shall not have been given prior to the Closing (“Unassigned Contract”); provided, however, that each of Parent, Selling Sub and the Company shall have the continuing obligation after the Closing to use reasonable efforts to obtain all necessary consents to the assignment or transfer of any Unassigned Contract and, upon obtaining the requisite third party consents thereto, such Unassigned Contract, if otherwise includable in the Conveyed Assets or the transactions contemplated hereby, shall be transferred and assigned to Buyer hereunder without the payment of any additional consideration by the Buyer and shall cease to be an Unassigned Contract for the purposes of this Agreement. Parent and Selling Sub shall, at their cost and expense, use reasonable efforts to obtain (i) all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all Persons, other than the Buyer, required in connection with the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby and (ii) all consents set forth on Schedule 3.2(f), including without limitation all consents required to transfer or assign to Buyer all Intellectual Property Licenses necessary to conduct the Business in the ordinary course consistent with past practice. Nothing herein shall require Parent, Selling Sub or Buyer to pay money to, grant any accommodation (financial or otherwise) to, or commence litigation against, any third party in complying with this Section 2.3. (b) With respect to any Unassigned Contract that is not assigned or transferred to Buyer at the Closing by reason of Section 2.3(a), after the Closing, the parties shall cooperate with each other, upon written request, in endeavoring to obtain for Buyer an arrangement which Buyer reasonably shall desire and which is designed to provide Buyer the benefits and obligations of such Unassigned Contract in some other manner. Each of Parent and Selling Sub, on the one hand, and Buyer, on the other hand, shall bear its own internal expenses in complying with this Section 2.3...