Common use of Contract Consents, Amendments and Terminations Clause in Contracts

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ Disclosure Schedule, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing and (ii) provide all notices required under any Contract in connection with the Acquisition. Such consents, waivers and approvals shall be in a form reasonably acceptable to Purchaser. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Sellers shall cause the Company or its Subsidiaries, as applicable, to make all payments required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheet. In the event the Acquisition does not close for any reason, Purchaser shall not have any liability to the Company, its Subsidiaries, the Company Shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvals.

Contract Consents, Amendments and Terminations. Prior to the Effective Time, the Company shall (a) The Sellers shall, and the Sellers shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract (including those listed on Schedule 6.7 and Schedule 7.2(e)(i)) as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effect, all including those consents, waivers and approvals of which are required any parties to be any Contract listed on a Sellers’ Disclosure Schedule, so Schedule 6.7 and Schedule 7.2(e)(i); (b) use commercially reasonable efforts to modify each of the agreements listed on Schedule 7.2(e)(ii) in the manner set forth therein effective as to preserve all rights of, of and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after contingent upon the Closing so that the required modifications are in effect immediately following the Effective Time; (c) use commercially reasonable efforts to terminate each of the agreements listed on Schedule 7.2(e)(iii) effective as of and contingent upon the Closing, including sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Effective Time; (iid) provide all send each of the notices set forth in Schedule 7.2(e)(iv) and any other notices required under any Contract in connection with the AcquisitionMerger promptly following the date of this Agreement. Such requests for consents, waivers and approvals waivers, approvals, modifications, terminations or notices shall be in a form reasonably acceptable to PurchaserParent, and Parent shall be provided a reasonable opportunity to review and comment on the foregoing. In the event that the other parties to any such Contract, including a lessor or licensor of any PropertiesLeased Real Property, conditions its grant of a consent, modification, waiver waiver, termination or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent, modification or termination request regarding the Merger, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers Company shall cause be responsible for making all such payments (the “Consent and Modification Fees”). Prior to or in connection with the Closing, the Company shall pay (using the Company’s cash) (i) all Consent and Modification Fees; and (ii) all change of control, bonus, severance or its Subsidiariesother similar payments that are or will be incurred by the Company, Parent, the Interim Surviving Entity or the Final Surviving Entity with respect to Employees as applicableof the Effective Time as a result of the consummation of the Merger and the other transactions contemplated by this Agreement, and any Transaction Payroll Taxes related to make all payments required to obtain such consentthe amounts in this clause (ii) (the items in clause (i) and (ii), modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheet“Change of Control Fees”). In the event that the Acquisition Merger does not close for any reasonreason other than the termination of this Agreement pursuant to Section 9.1(g), Purchaser Parent shall not have any liability to the Company, its Subsidiaries, the Company Shareholders Securityholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modificationswaivers, waivers and approvals, modifications or terminations or providing such notices.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ in Section 3.5 of the Disclosure Schedule, (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule 7.2(d)(i) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company or any of its Subsidiaries, as applicable, Subsidiaries under such Contracts from and after the Closing Effective Time and (iiiii) provide all notices required under any Contract in connection with the AcquisitionMerger, all of which such Contracts are listed on Schedule 7.2(d)(iii). Such consents, waivers modifications, waivers, notices and approvals shall be in a form reasonably acceptable to PurchaserParent. In the event that the other parties to any such Contract, including a lessor or licensor of any PropertiesLeased Real Property, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request regarding the Merger, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers all such payments shall cause the Company or its Subsidiaries, as applicable, to make all payments required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheetbe deemed Change of Change of Control Payments under this Agreement. In the event the Acquisition Merger does not close for any reason, Purchaser Parent shall not have any liability to the Company, its Subsidiaries, the Company Shareholders Stockholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvals.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ in Section 2.4 of the Company Disclosure Schedule, (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule 6.9(a)(i) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing Effective Time and (iiiii) provide all notices required under any Contract in connection with the AcquisitionMerger, all of which such Contracts are listed on Schedule 6.9(a)(ii). Such consents, modifications, waivers and approvals shall be in a form reasonably acceptable to PurchaserAcquiror. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, Contract conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers Company shall cause the Company or its Subsidiaries, as applicable, to make be responsible for making all payments or providing such additional security required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on indemnify, defend, protect and hold harmless Acquiror from all losses, costs, claims, liabilities and damages arising from the Company Closing Balance Sheetsame. In the event the Acquisition Merger does not close for any reason, Purchaser Acquiror shall not have any liability to the Company, its Subsidiaries, the stockholders of the Company Shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvals.

Contract Consents, Amendments and Terminations. (a) The Sellers Company shall, and the Sellers shall cause the Company and its Subsidiaries to, : (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals listed on Schedule 5.14(a)(i) (the “Required Consents”) and all those of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effecteffect without limitation, modification or alteration after the Effective Time, all of which are required to be listed on a Sellers’ Disclosure Schedule, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing in Schedule 3.4; and (ii) provide all notices listed on Schedule 5.14(a)(ii) (the “Required Notices”) and all those required under any Contract in connection with the AcquisitionMerger, all of which are required to be listed in Schedule 3.4. Such consents, waivers waivers, approvals and approvals notices shall be in a form reasonably acceptable to PurchaserParent. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, Contract conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers Company shall, subject to obtaining the consent of Parent (which shall cause the Company not be unreasonably withheld, conditioned or its Subsidiariesdelayed), as applicable, to make be responsible for making all payments or providing such additional security required to obtain such consent, modification, waiver or approval prior to the Closing, and such payments shall reflect such payment or consideration on the Company Closing Balance Sheetbe deemed Holder Allocable Expenses for purposes of this Agreement. In the event the Acquisition Merger does not close for any reason, Purchaser Parent shall not have any liability Liability to the Company, its Subsidiaries, the Company Shareholders Securityholders or any other Person for any costs, claims, liabilities Liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, consents waivers and approvalsapprovals and delivering such notices.

Contract Consents, Amendments and Terminations. The Company shall (a) The Sellers shall, and the Sellers Seller and each of the Key Stakeholders shall cause the Company and its Subsidiaries to, ): (i) use commercially its reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effecteffect without limitation, modification or alteration after the Effective Time, all of which are required to be listed in Section 3.5 of the Disclosure Schedule and are listed on a Sellers’ Disclosure Schedule, so as to preserve all rights of, and benefits to, Schedule 6.14(a)(i) (the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing “Required Consents”); and (ii) provide use commercially reasonable efforts to obtain all notices required under any Contract in connection with the Acquisition. Such necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect without limitation, modification or alteration after the Effective Time, all of which are listed on Schedule 6.14(a)(ii) (the “Other Consents”). Such consents, waivers, approvals and notices shall be in a form reasonably acceptable to PurchaserParent. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, Contract conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers shall cause Company shall, subject to obtaining the Company or its Subsidiariesconsent of Parent, as applicable, to make be responsible for making all payments or providing such additional security required to obtain such consent, modification, waiver or approval prior to the Closing, and such payments shall reflect such payment or consideration on the Company Closing Balance Sheetbe deemed Transaction Expenses for purposes of this Agreement. In the event the Acquisition Merger does not close for any reason, Purchaser Parent shall not have any liability Liability to the Company, its Subsidiariesthe Seller, the Company Shareholders Key Stakeholders or any other Person for any costs, claims, liabilities Liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, consents waivers and approvalsapprovals and delivering such notices.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ in Section 2.4 of the Company Disclosure Schedule, (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule 5.9(a)(ii) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing Effective Time and (iiiii) provide all notices required under any Contract in connection with the AcquisitionMerger, all of which such Contracts are listed on Schedule 5.9(a)(iii). Such consents, modifications, waivers and approvals shall be in a form reasonably acceptable to PurchaserAcquiror. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, Contract conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), and the Company agrees such payment is commercially reasonable, the Sellers shall cause Company shall, subject to obtaining the Company consent of Acquiror, be responsible for making such payment or its Subsidiaries, as applicable, to make all payments providing such additional security required to obtain such consent, modification, waiver or approval prior to the Closing, and shall reflect such payment or consideration on the Company Closing Balance Sheetshall be deemed Transaction Expenses for purposes of this Agreement. In the event the Acquisition Merger does not close for any reason, Purchaser Acquiror shall not have any liability to the Company, its Subsidiaries, the stockholders of the Company Shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvalsapprovals and the Company shall indemnify, defend, protect and hold harmless Acquiror from all losses, costs, claims, liabilities and damages arising from the same.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition transactions contemplated by this Agreement or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ in Section ‎3.6 of the Disclosure Schedule, (ii) use commercially reasonable best efforts to modify each of the agreements listed on Section ‎8.2(d)(ii) of the Disclosure Schedule in the manner set forth on Section ‎8.2(d)(ii) of the Disclosure Schedule effective as of and contingent upon the Closing, so that the required modifications are in effect immediately following the Closing, (iii) use commercially reasonable best efforts to terminate each of the agreements listed on Section ‎8.2(d)(iii) of the Disclosure Schedule (the “Terminated Agreements”), effective as to preserve of and contingent upon the Closing, including sending all rights ofrequired notices, such that each such agreement shall be of no further force or effect immediately following the Closing, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing and (iiv) provide all notices required under any Contract in connection with the Acquisitiontransactions contemplated by this Agreement. Such consents, waivers waivers, notices and approvals shall be in a form reasonably acceptable to PurchaserBuyer. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Sellers shall cause the Company or its Subsidiaries, as applicable, to make all payments required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheet. In the event the Acquisition does not close for any reason, Purchaser Buyer shall not have any liability Liability to the Company, its Subsidiaries, the Company Shareholders Sellers or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to terminate any of the Terminated Agreements or to obtain such any consents, modifications, waivers and approvals, or for any Change in Control Fees, Company Transaction Fees or Severance Expenses.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use its commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract Contracts listed on Section 3.5 of the Company Disclosure Schedule as are required thereunder in connection with the Acquisition or First Step Merger and, if the Second Step Merger is to occur, the Second Step Merger for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ Disclosure Schedule, so as to preserve all material rights of, and benefits to, the Company (or its Subsidiaries, as applicable, the Final Surviving Entity) under such Contracts from and after the Closing Effective Time and after the Second Step Merger is effective, (ii) terminate each of the Contracts listed on Schedule 7.2(f)(ii) hereof (the “Terminated Agreements”), effective as of and contingent upon the Closing, including sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Effective Time, and (iiiii) provide all notices required under any Contract in connection with the AcquisitionFirst Step Merger and the Second Step Merger, all of which such Contracts are listed on Schedule 7.2(f)(iii). Such consents, waivers modifications, waivers, notices and approvals shall be in a form reasonably acceptable to PurchaserParent. In the event that the other parties to any such ContractContract listed in Section 3.5 of the Company Disclosure Schedule or Schedule 7.2(f)(ii), including a lessor or licensor of any PropertiesLeased Real Property, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request regarding the First Step Merger or the Second Step Merger, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers Company shall cause be responsible for making all such payments (the “Consent and Modification Fees”). The Company or its Subsidiaries, as applicable, to make all shall also be responsible for making any payments required to obtain such consentterminate the Terminated Agreements (the “Contract Termination Fees”). Except as set forth on Schedule 6.10, modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheetshall be responsible for making all change of control bonus, severance or other similar bonus or payment obligation that is or will be paid or incurred by the Company, the Final Surviving Entity or Parent with respect to Employees of the Company as of the Effective Time payable pursuant to severance Contracts between the Company and such Employees existing as of the Effective Time as a result of the transactions contemplated by this Agreement (for the avoidance of doubt, including any such payments paid or incurred following the Effective Time) (collectively with the Contract Termination Fees and the Consent and Modification Fees, the “Change of Control Fees”). The Company shall indemnify, defend, protect and hold harmless Parent from all Change of Control Fees. In the event the Acquisition First Step Merger does not close for any reason, Purchaser Parent shall not have any liability to the Company, its Subsidiaries, the securityholders of the Company Shareholders or any other Person for any costs, claimsClaims, liabilities or damages resulting from the Company or its Subsidiaries seeking to terminate any of the Terminated Agreements or to obtain such any consents, modifications, waivers and approvals.

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers Company shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ in Section 3.5 of the Disclosure Schedule, and (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule 7.2(g)(i) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing and (ii) provide all notices required under any Contract in connection with the AcquisitionEffective Time. Such consents, modifications, waivers and approvals shall be in a form reasonably acceptable to PurchaserParent. In the event that the other parties to any such Contract, including a lessor or licensor of any PropertiesLeased Real Property, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise requires in response to a notice or consent request pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the ContractContract or the provision of additional security (including a guaranty), the Sellers Company shall cause the Company or its Subsidiaries, as applicable, to make be responsible for making all payments or providing such additional security required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on indemnify, defend, protect and hold harmless Parent from all losses, costs, claims, liabilities and damages arising from the Company Closing Balance Sheetsame. In the event the Acquisition Merger does not close for any reason, Purchaser Parent shall not have any liability to the Company, its Subsidiaries, the stockholders of the Company Shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvals.