Common use of Material Required Consents Clause in Contracts

Material Required Consents. (a) From and after the Execution Date until Closing, Seller shall use its Commercially Reasonable Efforts (but in no event required to make any payments or incur any material obligations owed to any Person), with reasonable assistance from Purchaser (including Purchaser providing required assurances of financial condition and operator qualifications), to obtain all Material Required Consents before the Closing. Purchaser shall bear and be liable for, and the Assumed Liabilities shall include, any payments or obligations owed by any Party or Indemnified Seller Party to any Person other than a Party in connection with obtaining any material Required Consents or other consents (other than under the HSR Act). (b) If, during the course of Purchaser’s Due Diligence Review, Purchaser discovers any Material Required Consent that is not listed in Section 8.1 of the Disclosure Schedule, Purchaser shall promptly after discovery give written notice to Seller of such Material Required Consent, and Section 8.1 of the Disclosure Schedule shall be deemed updated by the Material Required Consent. Notwithstanding anything to the contrary in this Agreement, the failure to obtain a Material Required Consent before the Closing or to list a Material Required Consent on Section 8.1 of the Disclosure Schedule shall not constitute a breach of any representation, warranty, or covenant in this Agreement. (c) If a Material Required Consent is not obtained before the Closing: (i) until the Final Settlement Statement is agreed upon, Seller and Purchaser shall work together in good faith to obtain such Material Required Consent (including, in the case of Purchaser, providing required assurance of financial condition and operator qualifications); (ii) neither this Agreement nor any other Transaction Document shall constitute an actual or attempted sale, assignment, assumption, transfer, conveyance, or delivery of the Acquired Assets or Assumed Liabilities subject to the Material Required Consent; (iii) until any such Material Required Consent is obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of the Acquired Assets and the burdens of the Assumed Liabilities subject to the Material Required Consent. Promptly after any such Material Required Consent is obtained, Seller shall assign, transfer, and convey to Purchaser, and Purchaser shall assume from Seller, the Acquired Asset or Assumed Liabilities covered by the Material Required Consent pursuant to special-purpose assignment and assumption documents substantially consistent with the Transaction Documents and (iv) if before the Final Settlement Statement is agreed upon, a Material Required Consent has not been obtained then that portion of the Acquired Assets affected by such Material Required Consent shall thereafter remain excluded as described in Section 10.9(c)(ii) and any of the Allocated Value or other costs, Property Expenses, income proceeds or other adjustments previously accounted for with respect to such Assets shall be accounted for in the Final Settlement Statement.

Material Required Consents. (a) From and Promptly after the Execution Date until ClosingDate, Seller the Companies and the applicable CAC Subsidiaries shall (i) mail requests for all Material Required Consents set forth on Schedule 7.9 as well as other consents to assignment of the Membership Interests that do not constitute Material Required Consents to the applicable third Persons holding such rights and (ii) use its Commercially Reasonable Efforts commercially reasonable efforts (but in no event required to make any payments or incur any material obligations owed to any such Person), with reasonable assistance from Purchaser the Parties (including Purchaser providing required assurances of financial condition and operator qualificationsqualifications but in no event shall Purchaser, the Companies or the CAC Subsidiaries be required to make any payments or incur any material obligations to any Person in connection therewith), to obtain all Material Required Consents and such other consents before the Closing. Purchaser shall bear and be liable for, and the Assumed Liabilities shall include, any payments or obligations owed by any Party or Indemnified Seller Party to any Person other than a Party in connection with obtaining any material Required Consents or other consents (other than under the HSR Act). (b) If, during the course of Purchaser’s Due Diligence Review, Purchaser discovers any Material Required Consent that is not listed in Section 8.1 of the Disclosure ScheduleSchedule 7.9, Purchaser shall promptly use its commercially reasonable efforts within three (3) Business Days after discovery give to provide written notice to Seller Sellers of such Material Required Consent, and Section 8.1 of the Disclosure Schedule 7.9 shall be deemed updated by the to include such Material Required Consent. Notwithstanding anything the foregoing, any such updated Schedule shall not be deemed to the contrary have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, the failure to obtain a Material Required Consent before the Closing or to list a Material Required Consent on Section 8.1 including for purposes of the Disclosure Schedule shall not constitute a breach of any representation, warranty, indemnification or covenant termination rights contained in this AgreementAgreement or of determining whether or not the conditions set forth in Section 10.3(a) have been satisfied. (c) If a Material Required Consent applicable to the Contemplated Transactions, the failure of which to obtain or satisfy would render the assignment of an Acquired Asset void, voidable or result in termination or the right to terminate thereof, is not obtained before obtained, complied with or otherwise satisfied prior to the Closing: Closing Date, then, unless otherwise mutually agreed in writing by Sellers and Purchaser, (i) until the Final Settlement Statement is agreed upon, Seller and Purchaser shall work together in good faith to obtain such Material Required Consent (including, in the case of Purchaser, providing required assurance of financial condition and operator qualifications); (ii) neither this Agreement nor any other Transaction Document shall constitute an actual or attempted sale, assignment, assumption, transfer, conveyance, or delivery of the Acquired Assets or Assumed Liabilities subject to the Material Required Consent; (iii) until any such Material Required Consent is obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of the Acquired Assets and the burdens of the Assumed Liabilities subject to the Material Required Consent. Promptly after any such Material Required Consent is obtained, Seller shall assign, transfer, and convey to Purchaser, and Purchaser shall assume from Seller, the Acquired Asset or Assumed Liabilities covered by the Material Required Consent pursuant to special-purpose assignment and assumption documents substantially consistent with the Transaction Documents and (iv) if before the Final Settlement Statement is agreed upon, a Material Required Consent has not been obtained then that portion of the Acquired Assets thereof affected by such Material Required Consent shall thereafter remain excluded as described in Section 10.9(c)(ii) be an Excluded Asset and any the Base Purchase Price to be paid at Closing shall be reduced by the portion of the Allocated Value thereof. Any such Excluded Asset so held back at the Closing will be conveyed to Purchaser within ten (10) days following the date on which Sellers obtain, comply with or other costs, Property Expenses, income proceeds or other adjustments previously accounted for otherwise satisfy all Material Required Consent with respect to such Assets Excluded Asset for a purchase price equal to the amount by which the Base Purchase Price was reduced on account of the holding back of such Excluded Asset; provided, however, if all Material Required Consents with respect to any such Excluded Asset so held back at the Closing are not obtained, complied with or otherwise satisfied within 180 days following the Closing Date, then such Excluded Asset shall be accounted for eliminated from the Acquired Assets and this Agreement unless Sellers and Purchaser mutually agree to proceed with a closing on such Excluded Asset in the Final Settlement Statementwhich case Purchaser shall be deemed to have waived any objection with respect to non-compliance with such Seller Approvals.

Material Required Consents. (a) From and after the Execution Date until Closing, Seller shall use its Commercially Reasonable Efforts (but in no event required to make any payments or incur any material obligations owed to any Person)Efforts, with reasonable assistance from Purchaser (including Purchaser providing required assurances of financial condition and operator qualifications), to obtain all Material Required Consents before the Closing. Purchaser shall bear and be liable for, and the Assumed Liabilities shall include, any payments or obligations owed by any Party or Indemnified Seller Party to any Person other than a Party in connection with obtaining any material Required Consents or other consents (other than under the HSR Act). (b) If, during the course of Purchaser’s Due Diligence Review, Purchaser discovers obtains Knowledge of any Material Required Consent that is not listed in Section 8.1 of the Disclosure Schedule, Purchaser shall promptly after discovery obtaining such Knowledge give written notice to Seller of such Material Required Consent, and Section 8.1 of the Disclosure Schedule shall be deemed updated by the such Material Required Consent. Notwithstanding anything With respect to the contrary Acquired Lease listed in Section 10.8(b) of the Disclosure Schedule, in the event that the Material Required Consent required to be obtained by Seller in connection with the transfer and conveyance of such Acquired Lease to Purchaser is not obtained on or prior to the Closing Date, then, unless otherwise mutually agreed in writing by Seller and Purchaser, such Acquired Lease shall be held back from the Acquired Assets to be transferred and conveyed to Purchaser at Closing and the Closing Amount shall be adjusted downward by the Allocated Value of such Acquired Lease. In the event that such Acquired Lease is so held back at the initial Closing, such Acquired Lease will be conveyed to Purchaser within ten (10) days following the date on which Seller obtains the Material Required Consent in respect of such Acquired Lease for a purchase price equal to the Allocated Value of such Acquired Lease; provided, however, if the Material Required Consent in respect of such Acquired Lease is not obtained within one hundred twenty (120) days following the Closing Date, then such Acquired Lease shall be eliminated from the Acquired Assets and this Agreement, Agreement unless Seller and Purchaser mutually agree in writing to proceed with a closing on such Acquired Lease in which Purchaser shall be deemed to have waived any objection with respect to the failure to obtain a such Material Required Consent before the Closing or to list a Material Required Consent on Section 8.1 of the Disclosure Schedule shall not constitute a breach of any representation, warranty, or covenant in this AgreementConsent. (c) If a Material Required Consent (including any Material Required Consent subsequently discovered in the manner described in Section 10.8(b)) is not obtained before the Closing: (i) until the Final Settlement Statement is agreed uponDate, Seller and Purchaser shall work together in good faith to obtain such Material Required Consent (including, in the case of Purchaser, providing required assurance of financial condition and operator qualifications); and (ii) neither this Agreement nor any other Transaction Document shall constitute an actual or attempted sale, assignment, assumption, transfer, conveyance, or delivery of the Acquired Assets or Assumed Liabilities subject to the Material Required Consent; (iii) until any such Material Required Consent is obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of the Acquired Assets and the burdens of the Assumed Liabilities subject to the Material Required Consent. Promptly after any such Material Required Consent is obtained, Seller shall assign, transfer, and convey to Purchaser, and Purchaser shall assume from Seller, the Acquired Asset or Assumed Liabilities covered by the Material Required Consent pursuant to special-special purpose assignment and assumption documents substantially consistent with the Transaction Documents and (iv) if before the Final Settlement Statement is agreed upon, a Material Required Consent has not been obtained then that portion of the Acquired Assets affected by such Material Required Consent shall thereafter remain excluded as described in Section 10.9(c)(ii) and any of the Allocated Value or other costs, Property Expenses, income proceeds or other adjustments previously accounted for with respect to such Assets shall be accounted for in the Final Settlement StatementDocuments.

Material Required Consents. (a) From and after the Execution Date until the applicable Closing, Seller shall use its Commercially Reasonable Efforts (but in no event required to make any payments or incur any material obligations owed to any Person), with reasonable assistance from Purchaser (including Purchaser providing required assurances of financial condition and operator qualifications), to obtain all Material Required Consents before the such Closing. Purchaser shall bear and be liable for, and the Assumed Liabilities shall include, any payments or obligations required under the terms of the concerned contract that are owed by any Party or Indemnified Seller Party to any Person other than a Party in connection with obtaining any material Material Required Consents or other consents (other than under the HSR Act). (b) If, during the course of Purchaser’s Due Diligence Review, Purchaser discovers any Material Required Consent that is not listed in Section 8.1 of the Disclosure Schedule, Purchaser shall promptly after discovery give written notice to Seller of such Material Required Consent, and Section 8.1 of the Disclosure Schedule shall be deemed updated by the Material Required Consent. Notwithstanding anything to the contrary in this Agreement, the failure to obtain a Material Required Consent before the applicable Closing or to list a Material Required Consent on Section 8.1 of the Disclosure Schedule shall not constitute a breach of any representation, warranty, or covenant in this Agreement. (c) If a Material Required Consent is not obtained before the applicable Closing: (i) until the Final Settlement Statement is agreed uponDetermination Date, Seller and Purchaser shall work together in good faith to obtain such Material Required Consent (including, in the case of Purchaser, providing reasonable or required assurance of financial condition and operator qualifications); (ii) neither this Agreement nor any other Transaction Document shall constitute an actual or attempted sale, assignment, assumption, transfer, conveyance, or delivery of the Acquired Assets or Assumed Liabilities subject to the Material Required Consent; (iii) until any such Material Required Consent is obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser the benefits of the Acquired Assets and the burdens of the Assumed Liabilities subject to the Material Required Consent; and (iv) the First Closing Base Purchase Price or Second Closing Base Purchase Price, as applicable, shall be adjusted downward by the Allocated Value (or portion thereof) of the Acquired Asset affected by such Material Required Consent. Promptly after any such Material Required Consent is obtainedobtained after such applicable Closing, (A) Seller shall assign, transfer, and convey to Purchaser, and Purchaser shall assume from Seller, the applicable Acquired Asset or Assumed Liabilities covered by the Material Required Consent pursuant to special-purpose assignment and assumption documents substantially consistent with the Transaction Documents Documents, and (ivB) Purchaser shall pay to Seller the Allocated Value (or portion thereof) of the applicable Acquired Asset affected by such Material Required Consent that was subtracted from the First Closing Base Purchase Price or Second Closing Base Purchase Price, as applicable, with respect to such Material Required Consent in accordance with Section 10.9(c). Notwithstanding anything in this Agreement to the contrary, if before the Final Settlement Statement is agreed upon, a Material Required Consent has not been obtained then that portion of prior to the Acquired Assets affected by Final Determination Date or such Material Required Consent prohibits the transfer of an affected Acquired Asset or Assumed Liability, such affected Acquired Asset or Assumed Liability shall thereafter remain excluded as described in Section 10.9(c)(ii) not be transferred from Seller to Purchaser under this Agreement or the other Transaction Documents and any of the Allocated Value or other costs, Property Expenses, income proceeds or other adjustments previously accounted for with respect to such Assets shall be accounted for in deemed to be excluded from the Final Settlement StatementAcquired Assets and Assumed Liabilities and retained by Seller as an “Excluded Asset”.