Common use of Lease Consents Clause in Contracts

Lease Consents. (a) CSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) the assignment of the Lease by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consents. (b) Computer Sciences GS shall cooperate as reasonably requested by CSC to obtain the Lease Consents. Neither CSC nor any of its Subsidiaries shall have any liability to Computer Sciences GS or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent. (c) Computer Sciences GS shall use its commercially reasonable efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation: (i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if required by any Landlord with respect to any Lease Requiring Consent, providing, or causing another Person (other than CSC or any other member of the CSC Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect to the creditworthiness of Computer Sciences GS or its designated Subsidiary.

Lease Consents. (a) CSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord Cadence confirms that, with respect to each Relevant Lease, an application has been made or will be made by the Separation Date to each applicable Landlord for the Lease Requiring Consent. Each such written notice for Lease Consents requests consent Consent required with respect to: (i) to such Relevant Lease to approve the assignment of the Lease transactions contemplated by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consentsthis Agreement. (b) Computer Sciences GS Cadence will use its reasonable commercial efforts to obtain the Lease Consent required for each Relevant Lease, but Cadence shall not be required to commence judicial proceedings for a declaration that a Lease Consent has been unreasonably withheld or delayed, nor shall Cadence be required to pay any consideration in excess of that required by the Relevant Lease or that which is typical in the open market to obtain the Lease Consent for the Relevant Lease. Tality and the Partnership shall cooperate as reasonably requested by CSC Cadence to obtain the Lease Consents. Neither CSC nor any of its Subsidiaries shall have any liability to Computer Sciences GS or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent. (c) Computer Sciences GS shall use its commercially reasonable efforts Tality, the Partnership and Cadence will promptly satisfy or cause their respective applicable Subsidiaries to satisfy promptlythe lawful requirements of the applicable Landlord, and Tality and the Partnership will take or cause its applicable Subsidiaries Subsidiary to use their commercially reasonable efforts take all steps to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord assist Cadence in obtaining the Lease ConsentsConsent as to each Relevant Lease, including, without limitation: (i) if properly required by any Landlord with respect to any Lease Requiring Consentthe Landlord, entering into an agreement with such the relevant Landlord to assume, observe and perform the tenant’s 's obligations under such contained in the Relevant Lease Requiring Consent during throughout the remainder of the term of the Relevant Lease, subject to any statutory limitations of such Lease Requiring Consent; andliability; (ii) if properly required by the Landlord, providing a guarantee, surety or other security (including, without limitation, a security deposit) for the obligations of the Partnership or its applicable Subsidiary as tenant under the Relevant Lease, and otherwise taking all steps that are reasonably necessary and which the Partnership or its applicable Subsidiary is reasonably capable of doing to meet the lawful requirements of the Landlord so as to ensure that the Lease Consent for such Relevant Lease is obtained; and (iii) using all reasonable commercial efforts to assist Cadence with obtaining the Landlord's consent to the release of any guarantee, surety or other security which Cadence or its Subsidiary may have previously provided to the Landlord and, if required, offering the same or equivalent security to the Landlord to obtain such release. Notwithstanding the foregoing, except with respect to providing guarantees, sureties or other security referenced in Section 2.5(c)(ii) above, neither Tality nor the Partnership shall be required to obtain a release of any obligation entered into by Cadence or its Subsidiary with any Landlord or other third party with respect to any Lease Requiring ConsentLeased Property. (d) If, providingwith respect to any Relevant Lease, or causing another Person (other than CSC or Cadence, Tality and the Partnership are unable to obtain a release by the Landlord of any other member of the CSC Group) to provide, a guarantee, surety, letter of credit, security deposit surety or other security in reasonable form which Cadence or its Subsidiary has previously provided to the Landlord, Tality and amount to meet the reasonable requirements Partnership shall indemnify, defend, protect and hold harmless Cadence and its Subsidiary from and after the Separation Date against all losses, costs, claims, damage or liabilities incurred by Cadence or its Subsidiary as a result of the Landlord Partnership's occupancy of the Leased Property with respect to the creditworthiness of Computer Sciences GS such guarantee, surety or its designated Subsidiaryother security.

Lease Consents. (a) CSC Ultra has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) to the assignment of the Lease by CSC Ultra or its applicable Subsidiary to Computer Sciences GS Delta or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the DistributionSubsidiary. CSC Ultra or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease ConsentsConsents provided, however, that neither Ultra nor any member of the Ultra Group shall be required to commence or pursue any Action, nor shall Ultra nor any member of the Ultra Group be required to offer or grant any accommodation (financial or otherwise) beyond what is required under the terms of such Lease to obtain any Lease Consent. (b) Computer Sciences GS Ultra has provided or plans to provide prior to the Distribution Date any notice or consent required to be delivered under each lease for the respective Remaining Ultra Leased Real Properties to the landlord thereunder (and any other Person from which any consent or waiver is required thereunder) with respect to the change of affiliation and/or control of Ultra that may occur in connection with the Distribution. (c) Delta shall cooperate as reasonably requested by CSC Ultra to obtain the Lease Consents. Neither CSC Ultra nor any of its Subsidiaries shall have any liability to Computer Sciences GS Delta or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS Delta so requests in writingwriting at least three (3) Business Days prior to the expiration of any recapture withdrawal period, CSC Ultra shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent. (cd) Computer Sciences GS Delta shall use its commercially reasonable efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation: (i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if required by any Landlord with respect to any Lease Requiring Consent, providing any financial statements or other evidence of creditworthiness to Landlord and providing, or causing another Person (other than CSC Ultra or any other member of the CSC Ultra Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect to the creditworthiness of Computer Sciences GS Delta or its designated Subsidiary.

Lease Consents. (a) CSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with With respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) the assignment of the Lease by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the LeaseLeases other than Excluded Leases, the change provisions of affiliation and/or control of Computer Sciences GS that may occur this Section shall be applicable in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts of the parties to obtain such Lease Consents. (b) Computer Sciences GS Prior to the Closing the Company may obtain Lease Consents on such economic terms as the Company shall cooperate approve under the provisions of this Section and without the approval or consent of Parent or Newco so long as reasonably requested by CSC the aggregate Lease Consent Cost and Other Lease Increase Cost (the "AGGREGATE PRE-CLOSING CONSENT COSTS") with respect to those Leases as to which the Company has obtained Lease Consents does not exceed the Excess EBITDA Amount. If the Aggregate Pre-Closing AGREEMENT AND PLAN OF MERGER PAGE 14 INDS01 RKIXMILLER 644669v6 Consent Costs equal or exceed (or would exceed if increased as a result of a proposed Lease Consent) the Excess EBITDA Amount, then the Company shall not incur any additional Aggregate Pre-Closing Consent Costs to obtain additional Lease Consents without the advance written consent of Parent, which consent will not be unreasonably withheld, conditioned or delayed by Parent. If Parent has not disapproved in writing the form and/or terms of any proposed Lease ConsentsConsent within ten (10) days following written notice thereof, Parent shall be deemed to have consented in writing to the form and terms thereof. Neither CSC nor any of its Subsidiaries In addition, anything to the contrary herein notwithstanding, in no event shall have any liability to Computer Sciences GS the Company or any of its Subsidiaries arising out of, agree to any non-economic terms or relating to, the failure to obtain conditions in connection with any Lease Consents without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consentdelayed by Parent. (c) Computer Sciences GS shall use its commercially reasonable efforts After the Closing and prior to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all the end of the requirements set forth 210th day following the Closing Date Parent and the Surviving Corporation may incur or agree to incur Lease Consent Costs and Other Lease Increase Costs in each connection with obtaining Lease Requiring Consent and any other lawful and reasonable requirements Consents only with the advance written approval of the Landlord in obtaining Stockholder Committee (which approval shall not be unreasonably withheld, conditioned or delayed by the Lease Consents, including, without limitation: (iStockholder Committee) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if required by any Landlord with respect to any Lease Requiring Consent, providing, or causing another Person (other than CSC or any other member of the CSC Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect costs so incurred shall be subject to the creditworthiness provisions of Computer Sciences GS or its designated Subsidiary.Section

Lease Consents. (a) CSC has HBI confirms that it or Sxxx Xxx Branded Apparel has, before the Separation Date, applied for the Lease Consents on Sxxx Xxx’x behalf by written notice to the Landlord with respect to each Lease Requiring Consent and provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested Notice. (b) HBI shall use its reasonable best efforts to obtain the Lease Consents required by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) the assignment of the Lease by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consents. (b) Computer Sciences GS Sxxx Xxx shall cooperate as reasonably requested by CSC HBI and at HBI’s sole expense to obtain the Lease Consents; provided, however, that Sxxx Xxx shall not be required to commence or pursue any Action (whether to obtain a declaration that a Lease Consent has been improperly withheld or delayed or for any other purpose), nor shall Sxxx Xxx be required to pay any consideration or otherwise offer or grant any accommodation (financial or otherwise), to obtain any Lease Consent. Neither CSC Sxxx Xxx nor any of its Subsidiaries shall have any liability to Computer Sciences GS HBI or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC then Sxxx Xxx shall use commercially reasonable best efforts to exercise such right to withdraw a request for Lease ConsentConsent at the request of HBI. (c) Computer Sciences GS HBI shall use its commercially reasonable best efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially its reasonable best efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation: (i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if reasonably required by any Landlord with respect to any Lease Requiring Consentsuch Landlord, providing, or causing another Person (other than CSC Sxxx Xxx or any other member of the CSC Sxxx Xxx Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet for the reasonable requirements obligations of the Landlord with respect to the creditworthiness of Computer Sciences GS HBI or its designated Subsidiaryapplicable Subsidiary as tenant under any Lease Requiring Consent.

Lease Consents. (a) CSC Delta has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: to (i) the assignment of the Lease by CSC Delta or its applicable Subsidiary to Computer Sciences GS Ultra or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS Ultra that may occur in connection with the Distribution. CSC Delta or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease ConsentsConsents provided, however, that neither Delta nor any member of the Delta Group shall be required to commence or pursue any Action, nor shall Delta nor any member of the Delta Group be required to offer or grant any accommodation (financial or otherwise) beyond what is required under the terms of such Lease to obtain any Lease Consent. (b) Computer Sciences GS Ultra shall cooperate as reasonably requested by CSC Delta to obtain the Lease Consents. Neither CSC Delta nor any of its Subsidiaries shall have any liability to Computer Sciences GS Ultra or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS Ultra so requests in writingwriting at least three (3) Business Days prior to the expiration of any recapture withdrawal period, CSC Delta shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent. (c) Computer Sciences GS Ultra shall use its commercially reasonable efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation: (i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if required by any Landlord with respect to any Lease Requiring Consent, providing any financial statements or other evidence of creditworthiness to Landlord and providing, or causing another Person (other than CSC Delta or any other member of the CSC Delta Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet the reasonable requirements of the Landlord with respect to the creditworthiness of Computer Sciences GS Ultra or its designated Subsidiary.

Lease Consents. (a) CSC has HBI confirms that it or Xxxx Xxx Branded Apparel has, before the Separation Date, applied for the Lease Consents on Xxxx Xxx’x behalf by written notice to the Landlord with respect to each Lease Requiring Consent and provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring ConsentNotice. Each such written notice for Lease Consents requests Such request shall request Landlord’s consent with respect to: (i) the requested assignment of the Lease by CSC to HBI or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary Subsidiary, and (ii) the possible re-entry, re-assignment and surrender of such Leased Property to Xxxx Xxx pursuant to Sections 2.1 and 2.2 of this Agreement (in each case to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consentsapplicable). (b) Computer Sciences GS HBI shall use its reasonable best efforts to obtain the Lease Consents required by each Lease Requiring Consent. Xxxx Xxx shall cooperate as reasonably requested by CSC HBI and at HBI’s sole expense to obtain the Lease Consents; provided, however, that Xxxx Xxx shall not be required to commence or pursue any Action (whether to obtain a declaration that a Lease Consent has been improperly withheld or delayed or for any other purpose), nor shall Xxxx Xxx be required to pay any consideration or otherwise offer or grant any accommodation (financial or otherwise), to obtain any Lease Consent. Neither CSC Xxxx Xxx nor any of its Subsidiaries shall have any liability to Computer Sciences GS HBI or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC then Xxxx Xxx shall use commercially reasonable best efforts to exercise such right to withdraw a request for Lease ConsentConsent at the request of HBI. (c) Computer Sciences GS HBI shall use its commercially reasonable best efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially its reasonable best efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation: (i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and (ii) if reasonably required by any Landlord with respect to any Lease Requiring Consentsuch Landlord, providing, or causing another Person (other than CSC Xxxx Xxx or any other member of the CSC Xxxx Xxx Group) to provide, a guarantee, surety, letter of credit, security deposit or other security in reasonable form and amount to meet for the reasonable requirements obligations of the Landlord with respect to the creditworthiness of Computer Sciences GS HBI or its designated Subsidiaryapplicable Subsidiary as tenant under any Lease Requiring Consent.