Inability to Obtain Consents and Approvals. To the extent that any Consent or other consent, approval, waiver, authorization, novation, notice or filing which is necessary for the effectiveness after Closing of any Disclosed Contract or the effective transfer to Buyer or the relevant Buying Party of any Foreign Asset cannot be obtained or made and, as a result thereof, the full benefits of such Disclosed Contract or Foreign Asset cannot be provided to the Buyer or the relevant Buying Party, as applicable, following Closing; then, if Buyer so requests, the Buying Parties and Seller, through their respective Affiliates, as appropriate, will cooperate with each other and enter into such mutually agreeable, reasonable and lawful arrangements (including subcontracting, subleasing or sublicensing, if permitted) in an attempt to provide to the parties the economic (taking into account all burdens and benefits, including tax costs and benefits) and operational equivalent, to the extent permitted, of providing for Buyer or the Buying Parties the benefit of such Disclosed Contracts or Foreign Asset, and the performance by Buyer or the Buying Parties of all obligations under such Disclosed Contract; provided, however, that the Buyer or the Buying Parties and Seller will not be required to enter into such an arrangement with respect to any Disclosed Contract which is no longer in full force and effect; and, provided, further, that such economic and operational equivalent does not include the provision of lost revenues or profits in the event that any Person terminates a Disclosed Contract or other prior relationship with the Seller.
Inability to Obtain Consents and Approvals a. Both prior and subsequent to Closing, the parties will use their commercially reasonable efforts, and cooperate with each other, to obtain promptly all Requisite Consents and all other consents, approvals, waivers, authorizations, novations, notices and filings which are necessary for the effectiveness after Closing of any Material Commitment or the effective transfer to Buyer of any Foreign Asset. All filing, recordation and similar fees and taxes payable to Governmental Authorities will be paid by the party obligated by law to pay such amounts.
Inability to Obtain Consents and Approvals. Except as set forth in ------------------------------------------ Schedule 2.5, to the extent that any Contract, Lease, Permit, or other Acquired ------------ Asset to be transferred to the Buyer is not capable of being validly and fully assigned, transferred, conveyed or reissued to the Buyer without consent or approval, and such consents and approvals have not been obtained prior to Closing or do not remain in full force and effect at or immediately after the Closing, no such assignment, transfer, conveyance or reissuance shall be deemed to have occurred until such consent or approval has been obtained, and the Seller shall, after the Closing, use its reasonable commercial efforts to: (i) obtain such consents or approvals, (ii) cooperate in any lawful arrangement designed to provide to the Buyer the benefits of any Contract, Lease, Permit or other Acquired Asset as to which such consent or approval has not been so obtained or does not remain in full force and effect, and (iii) enforce, at the request of the Buyer and at the Buyer's expense, for the benefit of the Buyer, any rights of the Seller under or with respect to any such Contract, Lease, Permit or other Acquired Asset against all other Persons (including termination of the foregoing in accordance with the terms thereof upon the election of the Buyer), provided that the Seller shall not be required to take any action pursuant to this section that could reasonably be expected to result in the Seller incurring liability to a third party. To the extent that the Buyer is provided the benefits pursuant to this Section 2.5 of any such Contract, Lease, Permit or other Acquired Asset, the Buyer shall perform the obligations of the Seller thereunder or in connection therewith with respect to periods following the Closing as if they were Assumed Liabilities.
Inability to Obtain Consents and Approvals. Following the Closing, to the extent that any Consent or other consent, approval, waiver, authorization, novation, notice or filing which is necessary for the effectiveness after the Closing of any Disclosed Contract cannot be obtained or made and, as a result thereof, the full benefits of such Disclosed Contract cannot be provided to the Buyer following Closing; then, if Buyer Parent so requests, the Buying Parties and Parent, through their respective Affiliates, as appropriate, will cooperate with each other and enter into such mutually agreeable, reasonable and lawful arrangements (including subcontracting, subleasing or sublicensing, if permitted) in an attempt to provide to the parties the economic (taking into account all burdens and benefits, including tax costs and benefits) and operational equivalent, to the extent permitted, of providing for the Buying Parties the benefit of such Disclosed Contracts, and the performance by the Buyer of all obligations under such Disclosed Contract; provided, however, that the Buying Parties and Parent will not be required to enter into such an arrangement with respect to any Disclosed Contract that is no longer in full force and effect; and, provided, further, that such economic and operational equivalent does not include the provision of lost revenues or profits in the event that any Person terminates a Disclosed Contract or other prior relationship with Parent. Nothing contained in, nor any action taken pursuant to, this Section 9.5 shall be deemed to constitute a waiver of any condition to the Closing set forth in Article VII.
Inability to Obtain Consents and Approvals. (a) Both prior and subsequent to Closing, the parties will use their commercially reasonable efforts, and cooperate with each other, to obtain promptly all Required Approvals and all other consents, approvals, waivers, authorizations, novations, notices and filings which are necessary for the effectiveness after Closing of any Material Contract or Licensed Intellectual Property. All filing, recordation and similar fees and
Inability to Obtain Consents and Approvals. Both prior and subsequent to Closing, the parties will use their commercially reasonable efforts, and cooperate with each other, to obtain promptly all Required Approvals and all other consents, approvals, waivers, authorizations, novations, notices and filings which are necessary for the effectiveness after Closing of any Material Contract or Licensed Intellectual Property. All filing, recordation and similar fees and Taxes payable to Governmental Entities will be paid by the party obligated by Law to pay such amounts. Sellers will pay any and all additional fees or charges (howsoever denominated) required by any Persons other than Governmental Entities in connection with obtaining any Required Approval or any other consents, approvals, waivers, authorizations, novations, notices and filings which are necessary for the effectiveness after Closing of any Material Contract or Licensed Intellectual Property.
