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 Seller Transferred 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.
b. To the extent that:
(i) any Requisite Consent or other consent, approval, waiver, authorization, novation, notice or filing which is necessary for the effectiveness after Closing of any Material Commitment or the effective transfer to Buyer of any Seller Transferred Asset cannot be obtained or made and, as a result thereof, the full benefits of such Material Commitment or Seller Transferred Asset cannot be provided to Buyer following Closing; and
(ii) Buyer and Seller elect to close the Purchase and Sale Transaction notwithstanding the failure to receive the same; then, if Buyer so requests in writing, Buyer 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) 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 the full benefit of such Material Commitment or Seller Transferred Asset, and the performance by Buyer of all obligations under such Material Commitment; provided, however, that Buyer and Seller will not enter into such an arrangement with respect to any Material Commitment 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 Material Commitment or other prior relationship with Seller by reason of the consummation of the transactions contemplated hereby. Seller will, or will cause its Affiliates to, pay to Buyer, when received, all income, proceeds and other monies received by Seller from third parties, including insurance proceeds received from third party insurers, to the extent related to the intended righ...
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. 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. 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.
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
