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

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 that and ----------------------------------------- for so long as all consents, approvals and waivers required for the Consents referred to assignment (in Section 9.2.2 are whole or in part) of any Nonassignable Contract shall not have been obtained by Sellersafter the Closing, Sellers Seller will, during and will cause the one-year period commencing with the Closing Date or such longer period as Purchaser may desire Assigning Subsidiaries to, use commercially reasonable efforts to (but, as to any particular Contract or lease, not longer than the term thereof), (ai) 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 and, as applicable, the Purchasing Subsidiaries, the benefits of such Nonassignable Contract (and or the burdensapplicable portion thereof) 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 (cii) enforce, at the request of Purchaser, for the account of PurchaserPurchaser and, as applicable, the Purchasing Subsidiaries, any rights of Sellers Seller and, as applicable, any Assigning Subsidiary, arising from any such Nonassignable Contract (or lease (including without limitation the right applicable portion thereof). Purchaser and, as applicable, the Purchasing Subsidiaries will use commercially reasonable efforts to elect perform any portion of a Nonassignable Contract the benefits of which are being provided to terminate 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 thereof upon of such Contract (i.e., in the advice 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). Purchaser agrees to cooperate with Sellers in connection with , which consent shall not be unreasonably withheld or delayed; provided, however, that the foregoing. At the end provisions of such one-year period (or such longer period as Purchaser may desire), Sellers will have no further obligations hereunder with respect this sentence shall not apply to any such 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 lease and any services relating to the failure Products or any related receivables subject to obtain any necessary Consent with respect thereto will not Financing Documents, or otherwise affect any right or obligation of Purchaser or any Purchasing Subsidiary intended to be a breach of this Agreement; provided that nothing contained in this Section 9.2 shall affect the liability of Sellers, if any, assigned to or assumed by Purchaser or any Purchasing Subsidiary 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 ConsentAgreement.

If Waivers or Consents Cannot Be Obtained. To After the Closing and to the extent and for so long as all consents, approvals, and waivers required for the assignment of any Nonassignable Contracts have not been obtained by Seller and provided that the Consents referred to Transition Services Agreement is still in Section 9.2.2 are not obtained by Sellerseffect, 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) Seller shall use reasonable efforts, with costs and expenses of Sellers related thereto commercial efforts to (other than the obligations of Sellers under the Contract required to be paid by Purchaser pursuant to Section 9.2.41) to be borne by Sellers, to provide to Purchaser the financial and business benefits (and the burdens) of any such Nonassignable 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 (c2) enforce, at the request of Purchaser, and for the account of Purchaser, any rights of Sellers Seller arising from any such Nonassignable Contract or lease (including without limitation the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Following the Closing and for so long as the Transition Services Agreement is in effect, Seller shall not 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 agrees prior to cooperate 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 Sellers in connection with Purchaser, then Purchaser’s rights to the foregoing. At the end financial and business benefits of such oneNonassignable Contract shall terminate, and Seller shall be entitled to fulfill its obligations under the Nonassignable Contract for the remainder of its then-year period current term as specified in that Nonassignable Contract (not including any renewals or such longer period as Purchaser may desire), Sellers will have no further obligations hereunder with respect extensions that are scheduled to any such Contract or lease and become effective after the failure to obtain any necessary Consent with respect thereto will not be a breach date of this Agreement; provided that nothing contained in ) or earlier termination of such Nonassignable Contract by Seller without requiring the consent of Purchaser. To this Section 9.2 end, 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 affect not renew or extend (or allow the liability automatic renewal or extension of) any Nonassignable Contract after the date of Sellers, if any, pursuant to this Agreement if it has failed to disclose without the need for such Consent or to use its reasonable efforts in accordance with the provisions hereof to obtain such Consentprior written consent of Purchaser.