Common use of Cooperation by NAI and its Affiliates Clause in Contracts

Cooperation by NAI and its Affiliates. If neither NAI nor an Applicable Purchaser purchases the Property pursuant to the Purchase Agreements on the Designated Sale Date, then after the Designated Sale Date: (1) if a use of the Property by BNPLC or any removal or modification of Improvements proposed by BNPLC would violate any Permitted Encumbrance, Development Document or Applicable Law unless NAI or any of its Affiliates, as an owner of adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance or Development Document, then NAI shall, to the extent it can without violating Applicable Law, give and cause its Affiliates to give such consent or approval or join in such modification; (2) to the extent, if any, that any Permitted Encumbrance, Development Document or Applicable Law requires the consent or approval of NAI or any of its Affiliates or of the City of Sunnyvale or any other Person to a transfer of any interest in the Property by BNPLC or its successors or assigns, NAI will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPLC to assist BNPLC to obtain such consent or approval from the City or any other Person; and (3) NAI's obligations under this subparagraph 1(E) shall be binding upon any successor or assign of NAI with respect to the Land and other properties encumbered by the Permitted Encumbrances or subject to the Development Documents.

Cooperation by NAI and its Affiliates. If (1) After the Designated Sale Date, if neither NAI nor an Applicable Purchaser purchases has purchased BNPPLC’s interest in the Property pursuant to the Purchase Agreements on the Designated Sale DateAgreement, then after the Designated Sale Date: (1) and if a use of the Property by BNPLC BNPPLC or any new Improvements or any removal or modification of Improvements proposed by BNPLC BNPPLC would violate any Permitted Encumbrance, Development Document Encumbrance or Applicable Law unless NAI or any of its Affiliates, as an owner of adjacent property or otherwise, gave its consent or approval thereto or agreed to join in a modification of a Permitted Encumbrance or Development DocumentEncumbrance, then NAI shall, to the extent it can without violating Applicable Law, must give and cause its Affiliates to give such consent or approval or join in such modification;. (2) After the Designated Sale Date, if neither NAI nor an Applicable Purchaser has purchased BNPPLC’s interest in the Property pursuant to the extentPurchase Agreement, and if any, that any Permitted Encumbrance, Development Document Encumbrance or Applicable Law requires the consent or approval of NAI or any of its Affiliates or of the City of Sunnyvale or any other Person to a transfer an assignment of any interest in the Property by BNPLC BNPPLC or by any of its successors or assigns, NAI will without charge give and cause its Affiliates to give such consent or approval and will cooperate in any way reasonably requested by BNPLC BNPPLC to assist BNPLC BNPPLC to obtain such consent or approval from the City or any other Person; and. (3) NAI's ’s obligations under this subparagraph 1(E1(F) shall will be binding upon any successor or assign of NAI or its Affiliates with respect to the Land and other properties encumbered or benefitted by the Permitted Encumbrances Encumbrances, and such obligations will survive any sale of the Property by BNPPLC, other than to NAI or subject to an Applicable Purchaser under the Development DocumentsPurchase Agreement, for the benefit of BNPPLC’s assignees.