If Waivers or Consents Cannot Be Obtained. To the extent and ----------------------------------------- for so long as all consents, approvals and waivers required for the assignment (in whole or in part) of any Nonassignable Contract shall not have been obtained after the Closing, Seller will, and will cause the Assigning Subsidiaries to, use commercially reasonable efforts to (i) provide to Purchaser and, as applicable, the Purchasing Subsidiaries, the benefits of such Nonassignable Contract (or the applicable portion thereof) and (ii) enforce, at the request of Purchaser, for the account of Purchaser and, as applicable, the Purchasing Subsidiaries, any rights of Seller and, as applicable, any Assigning Subsidiary, arising from any such Nonassignable Contract (or the applicable portion thereof). Purchaser and, as applicable, the Purchasing Subsidiaries will use commercially reasonable efforts to perform any portion of a Nonassignable Contract the benefits of which are being provided to Purchaser and, as applicable, the Purchasing Subsidiaries in accordance with clause (i) of the preceding sentence to the same extent required of Seller and, as applicable, the Assigning Subsidiaries, under the terms of such Contract (i.e., in the same manner and time, and with the same quality, so required of Seller and, as applicable, the Assigning Subsidiaries). Notwithstanding anything to the contrary contained herein, after the Closing, Seller shall not, and Seller shall cause the Assigning Subsidiaries not to, terminate, modify, amend, renew or waive any right under any Non-Assignable Contract without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed; provided, however, that the provisions of this sentence shall not apply to any modification or amendment to or waiver under any Multi-Product Contract that does not affect any of the terms and conditions thereof relating to the Products or any services relating to the Products or any related receivables subject to any Financing Documents, or otherwise affect any right or obligation of Purchaser or any Purchasing Subsidiary intended to be assigned to or assumed by Purchaser or any Purchasing Subsidiary pursuant to 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. 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 and for so long as all consents, approvals, and waivers required for the assignment of any Nonassignable Contracts, Insurance Contracts or Permits 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, Insurance Contract or Permit and (b) enforce, at the request of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Nonassignable Contract, Insurance Contract or Permit (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, Insurance Contract or Permit without Purchaser's prior written consent.
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 and waivers referred to in Section 1.1.4.A are not obtained by Seller, or until the impracticalities of assignment referred to therein are resolved, Seller’s sole responsibility with respect to such matters, notwithstanding Section 1.1, shall be to use, during the one hundred eighty (180) day period commencing with the Closing, all commercially reasonable efforts, at no cost to Purchaser (other than pursuant to Section 1.1.4.D) to: (i) provide to Purchaser the benefits of any Permit or Transferred Contract, all as referred to in Section 1.1.4.A, included in the Acquired Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, without incurring any financial obligation to Purchaser; and (iii) at the request and direction of Purchaser, enforce for the account of Purchaser and at the cost of Purchaser any rights of Seller arising from the Permits or Transferred Contracts included in the Acquired Assets referred to in Section 1.1.4.A against such issuer thereof or other party or parties thereto.
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
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. To the extent that the consents, approvals and waivers referred to in Section 1.3.1 are not obtained by Seller, Seller shall use its best efforts to (a) provide to Purchaser the financial and business benefits of any Contract, Permit, Manufacturers' and Vendors' warranties, or Real Property Leases referred to in Section 1.3.1 and (b) enforce, at the request of Purchaser, for the account of Purchaser, any rights of Seller arising from any such Contract, Permit, Manufacturers' and Vendors' warranties or Real Property Leases (including without limitation the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser).
If Waivers or Consents Cannot Be Obtained. If any consent or waiver referred to in Subsection (a) above is not obtained, then to the extent that such consent or waiver is not a condition precedent to the Closing the Sellers shall (i) provide Buyer the benefits of the relevant permit, license, approval, lease, contract or other agreement, (ii) cooperate in any arrangement, reasonable and lawful as to both the Buyer and the Sellers, designed to afford to the Buyer the benefits of the Business and the Assets, and (iii) continue with the Buyer to attempt to obtain such consent or waiver.
