Contracts Requiring Consents. If Seller and Buyer should be unable to obtain any consent required for the transfer of the Subject Interests in any Contract, Buyer's proportionate share of the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits of such proportionate share of such Contract until or unless such consent is received or said Contract is terminated.
Contracts Requiring Consents. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Material Agreements, Leases and Lands, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a “Non-Assigned Agreement”), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser and Seller shall cooperate in enforcing, at Purchaser’s sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement. Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Non-Assigned Agreements and related property to the extent such Claims did not arise from Seller’s negligence or misconduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing, including any amounts payable as interest in respect thereof.
Contracts Requiring Consents. None of the Related Agreements contains any right of first refusal. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Related Agreements, Surface Leases, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a "Non-Assigned Agreement"), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser shall be entitled to enforce at its sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement, provided that Seller hereby constitutes and appoints, effective as of the Closing Date, Purchaser and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Purchaser, or in the name of Seller but for the benefit of Purchaser, to institute and prosecute all proceedings which Purchaser may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Non-Assigned Agreements or take other actions reasonably necessary to obtain the benefits of such Non-Assigned Agreements, and to defend or compromise any and all actions, suits or proceedings in respect of such Non-Assigned Agreements and (c) Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Nonassigned Agreements and related property to the extent such Claims did not arise from Seller’s improper conduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
Contracts Requiring Consents. Where a consent, approval or waiver of a third party required to assign to the Purchaser any Asset has not been obtained prior to Closing, such Asset will be held by the Vendor following the Closing Date, in trust for the benefit and exclusive use of the Purchaser. Each Party will continue to use all commercially reasonable efforts and cooperate with one another to obtain the required consent, approval or waiver and will only make use of such Assets in accordance with the directions of the Purchaser.
Contracts Requiring Consents. If Seller and Buyer should be unable to ---------------------------- obtain any consent required for the transfer of any Contract, surface lease, right of way, easement or other document to be assigned to Buyer, if Buyer so elects, the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits thereof until or unless such consent is received or said Contract is terminated.
