If Waivers or Consents Cannot Be Obtained. To the extent that the Consents referred to in Section 9.2.2 are not obtained by Sellers, Sellers will, during the one-year period commencing with the Closing Date or such longer period as Purchaser may desire (but, as to any particular Contract or lease, not longer than the term thereof), (a) use reasonable efforts, with costs and expenses of Sellers related thereto (other than the obligations of Sellers under the Contract required to be paid by Purchaser pursuant to Section 9.2.4) to be borne by Sellers, to provide to Purchaser the benefits (and the burdens) of any Contract or lease to the extent relating to the Business, (b) cooperate in any reasonable and lawful arrangement designed to provide such benefits (and burdens) to Purchaser, without incurring any obligation to any other person or entity other than to provide such benefits to Purchaser, and (c) enforce, at the request of Purchaser, for the account of Purchaser, any rights of Sellers arising from any such Contract or lease (including without limitation the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Purchaser agrees to cooperate with Sellers in connection with the foregoing. At the end of such one-year period (or such longer period as Purchaser may desire), Sellers will have no further obligations hereunder with respect to any such Contract or lease and the failure to obtain any necessary Consent with respect thereto will not be a breach of this Agreement; provided that nothing contained in this Section 9.2 shall affect the liability of Sellers, if any, pursuant to this Agreement if it has failed to disclose the need for such Consent or to use its reasonable efforts in accordance with the provisions hereof to obtain such Consent.
If Waivers or Consents Cannot Be Obtained. To the extent and for so long as all consents, approvals, and waivers required for the assignment of any Nonassignable Contracts shall not have been obtained by Seller, Seller shall use its best efforts to, (a) provide to Purchaser the financial and business benefits of any such Nonassignable Contract and (b) enforce, at the request of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Nonassignable Contract (including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Following the Closing, Seller shall not terminate, modify, or amend any Nonassignable Contract without Purchaser's prior written consent.
If Waivers or Consents Cannot Be Obtained. If, after using its best reasonable efforts, NWIP is unable to obtain any of the necessary consents or waivers described in Section 1.3(a), NWIP shall, as to any particular contract, permit, right, lease or agreement, only with respect to the current term thereof as of the date of this Agreement (i) provide to the Company, to the fullest extent possible, the benefits of any license, permit or approval and of any lease, contract, license or other agreement or commitment, all as referred to in Section 1.3(a), and (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Company. The Company shall promptly pay or reimburse NWIP for all costs and expenses paid by NWIP to the appropriate third party under the terms of such contract, permit, right, lease or agreement. At the end of the current term of any such contract, permit, right, lease or agreement, NWIP shall have no further duties or obligations hereunder with respect to such licenses, permits and approvals and such leases, contracts, licenses and other agreements and commitments and the failure to obtain any necessary consent or waiver with respect thereto will not be a breach of this Agreement.
If Waivers or Consents Cannot Be Obtained. To the extent that the consents, approvals and waivers referred to in Section 1.3.1 are not obtained by Seller, or until the impracticalities of Transfer referred to therein are resolved, Seller will, during the term of the affected Contract, use reasonable efforts at Purchaser's sole cost and expense to (a) provide to Purchaser the benefits of any Contract referred to in Section 1.3.1, (b) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and (c) enforce, at the written request of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Contract (including the right to elect to terminate such Contract in accordance with the terms thereof upon the advice of Purchaser).
If Waivers or Consents Cannot Be Obtained. To the extent that the Material Consents are not obtained by Seller, (i) Seller shall use its best efforts to (x) provide or cause to be provided to Purchaser the benefits of any license or approval and of any contract, license or other agreement referred to in Section 1.2(a), (y) cooperate in any arrangement, reasonable and lawful as to Seller and Purchaser, designed to provide such benefits to Purchaser and (z) enforce for the account and at the expense of Seller any rights of Seller arising from the licenses, approvals, contracts and other agreements referred to in Section 1.2(a) against such issuer or the other party or parties referred to therein, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser, and (ii) Purchaser shall use reasonable efforts to perform the obligations of Seller arising under such licenses, approvals, contracts and other agreements, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Purchaser has control over the resources necessary to perform such obligations; provided however, that nothing in this Section 1.2(c) shall constitute a waiver of the fulfillment of any condition to the obligations of the parties as set forth in Article VII.
If Waivers or Consents Cannot Be Obtained. To the extent that the consents, approvals and waivers referred to in Section 2.3(a) are not obtained by Seller, Seller (i) shall pay to Purchaser an amount equal to the amount of any such Royalty Payments referred to in Section 2.3(a) which (I) relate to shipments made from and after the Closing Date, and (II) are received by Seller under the Retained License Agreements, and (ii) shall use its commercially reasonable efforts to (y) provide to Purchaser the amount of any royalty payments that (I) relate to shipments made from and after the Closing Date and (II) are received by Seller, under any of the Transferred License Agreements referred to in Section 2.3(a) and (z) enforce, at the request and expense of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Transferred License Agreement (including without limitation the right to elect to terminate such Transferred License Agreement in accordance with the terms thereof upon the advice of Purchaser). ARTICLE 3
If Waivers or Consents Cannot Be Obtained. To the extent and for so long as all consents, approvals, and waivers required for the assignment of any Nonassignable Contracts or Permits shall not have been obtained by Seller, Seller shall use its commercially reasonable efforts to, and shall cause RII to use its commercially reasonable efforts to, (a) provide to Purchaser the financial and business benefits of any such Nonassignable Contract or Permit and (b) enforce, at the request of Purchaser, for the account and at the expense of Purchaser, any rights of Seller or RII arising from any such Nonassignable Contract or Permit (including without limitation the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser, provided Purchaser agrees to indemnify Seller from and against any Indemnifiable Losses (as defined in Section 10.2(a) hereof) that Seller may incur as a result of such termination). Following the Closing, Seller shall not terminate, modify, or amend, and shall cause RII not to terminate, modify, or amend, any Nonassignable Contract or Permit without the Purchaser's prior written consent.
If Waivers or Consents Cannot Be Obtained. To the extent that the consents and waivers referred to in section 11(a) are not obtained by Seller, or until the impracticalities of transfer referred to therein are resolved, Seller shall use all reasonable efforts, at its expense, to (i) provide to Buyer the benefits of any contract, license or other agreement, all as referred to in section 11(a), and set forth on SCHEDULE 11(a), (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer without incurring any financial obligation to Buyer, and (iii) enforce for the account of Buyer any rights of Seller arising from the contracts or other agreements referred to in section 11(a) against such issuer thereof or other party or parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer).
If Waivers or Consents Cannot Be Obtained. To the extent that any of the approvals, consents or waivers referred to herein have not been obtained by Seller as of the Closing Date, or until the impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (i) obtain the consent of any such third party with all costs, including but not limited to filing fees and ordinary administrative charges, payable to such third party shall be the sole responsibility of the Buyer; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Contracts to Buyer, so long as Buyer fully cooperates with Seller in such arrangements; and (iii) enforce, at the request of Buyer and expense of the Buyer, any rights of Seller arising from such Contracts against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Contracts in accordance with the terms thereof upon the request of, and indemnification from, Buyer).
If Waivers or Consents Cannot Be Obtained. If any of the consents or waivers referred to in Section 2.4(a) are not obtained, or if there is a delay in obtaining such consents, (i) Member and the Company will, at the Company’s expense, cooperate in a mutually agreeable arrangement under which the Company would obtain the rights and benefits of and bear the obligations and liabilities under the applicable Authorization contemplated by this Agreement, and (ii) Member and the Company shall continue to use commercially reasonable efforts to attempt to obtain such consents or waivers. The Company will indemnify and otherwise make whole Member for any claims, obligations and liabilities (including all costs and expenses incurred in connection therewith) arising under any such Authorizations.
