Common use of If Waivers or Consents Cannot Be Obtained Clause in Contracts

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 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 ----------------------------------------- for so long as all consentsexpenses 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, approvals to provide to Purchaser the benefits (and waivers required for the assignment (in whole or in partburdens) of any Nonassignable Contract shall not have been obtained after or lease to the Closingextent relating to the Business, Seller will(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 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 (iic) enforce, at the request of Purchaser, for the account of Purchaser and, as applicable, the Purchasing SubsidiariesPurchaser, any rights of Seller and, as applicable, any Assigning Subsidiary, Sellers arising from any such Nonassignable Contract or lease (or including without limitation the applicable portion thereofright to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Purchaser andagrees 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), as applicableSellers 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 Purchasing Subsidiaries will need for such Consent or to use commercially its 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 hereof 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 Agreementobtain such Consent.

If Waivers or Consents Cannot Be Obtained. To After the Closing and to the extent and ----------------------------------------- for so long as all consents, approvals approvals, and waivers required for the assignment (in whole or in part) of any Nonassignable Contract shall Contracts have not have been obtained after by Seller and provided that the ClosingTransition Services Agreement is still in effect, Seller will, and will cause the Assigning Subsidiaries to, shall use commercially reasonable commercial efforts to (i1) provide to Purchaser and, as applicable, the Purchasing Subsidiaries, the financial and business benefits of any such Nonassignable Contract (or the applicable portion thereof) and (ii2) enforce, at the request of Purchaser, and for the account of Purchaser and, as applicable, the Purchasing SubsidiariesPurchaser, any rights of Seller and, as applicable, any Assigning Subsidiary, arising from any such Nonassignable Contract (or including the applicable portion thereof). Purchaser and, as applicable, the Purchasing Subsidiaries will use commercially reasonable efforts right to perform any portion of a Nonassignable Contract the benefits of which are being provided elect to Purchaser and, as applicable, the Purchasing Subsidiaries terminate 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 thereof upon the advice 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 SubsidiariesPurchaser). Notwithstanding anything to Following the contrary contained herein, after Closing and for so long as the ClosingTransition Services Agreement is in effect, Seller shall notnot terminate, modify, or amend, any Nonassignable Contract as it relates to the Business without Purchaser’s prior written consent. In the event that Seller is unsuccessful in obtaining any required consents, approvals or waivers necessary to assign any Nonassignable Contract to Purchaser prior to the termination of the Transition Services Agreement and the customer which is a party to the Nonassignable Contract has not otherwise entered into a contract with Purchaser, then Purchaser’s rights to the financial and business benefits of such Nonassignable Contract shall terminate, and Seller shall cause be entitled to fulfill its obligations under the Assigning Subsidiaries Nonassignable Contract for the remainder of its then-current term as specified in that Nonassignable Contract (not toincluding any renewals or extensions that are scheduled to become effective after the date of this Agreement) or earlier termination of such Nonassignable Contract by Seller without requiring the consent of Purchaser. To this end, terminate, modify, amend, Purchaser hereby grants to Seller a non-exclusive license to use the Purchased Assets solely for the purpose of allowing Seller’s continued provision of services to all such customers until all Nonassignable Contracts have expired or been terminated prior to the expiration of their then-current terms. Seller shall not renew or waive extend (or allow the automatic renewal or extension of) any right under any Non-Assignable Nonassignable Contract after the date of this Agreement 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 and ----------------------------------------- for so long as all consents, approvals and waivers required for that the assignment (Consents referred to in whole or in part) of any Nonassignable Contract shall Section 9.3.2 are not have been obtained after the Closingby Seller, Seller 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, not longer than the term thereof), (a) use reasonable efforts, with costs and will cause expenses of Seller related thereto (other than the Assigning Subsidiaries toobligations of Seller under the Contract required to be paid by Purchaser pursuant to Section 9.3.4) to be borne by Seller, use commercially reasonable efforts to (i) provide to Purchaser and, as applicable, the Purchasing Subsidiaries, the benefits (and the burdens) of any Contract to the extent relating to the Business, (b) cooperate in any reasonable and lawful arrangement designed to provide such Nonassignable Contract benefits (and burdens) to Purchaser, without incurring any obligation to any other person or the applicable portion thereof) entity other than to provide such benefits to Purchaser, and (iic) enforce, at the request of Purchaser, for the account of Purchaser and, as applicable, the Purchasing SubsidiariesPurchaser, any rights of Seller and, as applicable, any Assigning Subsidiary, arising from any such Nonassignable Contract (or including without limitation the applicable portion thereofright to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Purchaser andagrees to cooperate with Seller in connection with the foregoing. At the end of such one-year period (or such longer period as Purchaser may desire), as applicableSeller will have no further obligations hereunder with respect to any such Contract 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 9.3 shall affect the liability of Seller, if any, pursuant to this Agreement if it has failed to disclose the Purchasing Subsidiaries will need for such Consent or to use commercially its 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 hereof 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 Agreementobtain such Consent.