Common use of Obligations Regarding Joint Ventures Clause in Contracts

Obligations Regarding Joint Ventures. (a) Without limiting the generality of Section 5.3 and Section 5.4, DuPont shall, and shall cause the applicable Sellers to, and Buyer shall, use their commercially reasonable efforts to take such actions required to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer such Sellers’ Joint Venture Interests; provided, however, that this Agreement, the Related Agreements and the Local Purchase Agreements shall not constitute an agreement to convey, assign, transfer or deliver any Joint Venture Interests as to which consent or approval to conveyance, assignment, transfer or delivery thereof or amendment thereof has not been obtained as of the Closing Date unless and until such consent, approval, or amendment is no longer required or has been obtained; provided, further, that no party nor any of its Affiliates shall be required to commence any litigation or offer, pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in connection with obtaining any such consent, approval or amendment. Notwithstanding the foregoing, neither DuPont nor any Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after the Closing Date and neither DuPont nor any of its Subsidiaries shall have any Liability to Buyer or any of its Subsidiaries solely for failure to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer the Joint Venture Interests.

Obligations Regarding Joint Ventures. (a) Without limiting the generality of Section 5.3 ASD and Section 5.4, DuPont shall, and shall cause the applicable Joint Venture Sellers to, and each Buyer shall, and the applicable Joint Venture Buyers shall use their commercially reasonable efforts, including, without limitation, each Buyer using commercially reasonable efforts to take such actions required by the Americas Joint Venture Agreement and the International Joint Venture Agreement, as applicable, to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to such Buyer or any applicable Joint Venture Buyer such Joint Venture Sellers’ Joint Venture InterestsInterests and any consideration paid to a third party to obtain such consent, approval or amendment will be borne equally by ASD and the Buyers; provided, however, that this Agreement, the Related Agreements and the Local Purchase Agreements Agreement shall not constitute an agreement to convey, assign, transfer or and deliver any Joint Venture Interests as to which consent or approval to conveyance, assignment, conveyance or transfer or delivery thereof or amendment thereof has not been obtained as of the Closing Date unless and until such consent, approval, or amendment is no longer required or has been obtained; provided, further, that no party neither ASD nor any of its Affiliates shall be required to commence any litigation or offer, pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in connection with obtaining any such consent, approval or amendment. Notwithstanding Subject to the foregoing, neither DuPont ASD nor any Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after the Closing Date and neither DuPont ASD nor any of its Subsidiaries shall have any Liability to Buyer Buyers or any of its their Subsidiaries solely for failure to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyers or any Joint Venture Buyer the Joint Venture Interests.

Obligations Regarding Joint Ventures. (a) Without limiting the generality of Section 5.3 and Section 5.4, DuPont shall, and shall cause the applicable Sellers to, and Buyer shall, use their commercially reasonable efforts to take such actions required to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer such Sellers’ ' Joint Venture Interests; provided, however, that this Agreement, the Related Agreements and the Local Purchase Agreements shall not constitute an agreement to convey, assign, transfer or deliver any Joint Venture Interests as to which consent or approval to conveyance, assignment, transfer or delivery thereof or amendment thereof has not been obtained as of the Closing Date unless and until such consent, approval, or amendment is no longer required or has been obtained; provided, further, that no party nor any of its Affiliates shall be required to commence any litigation or offer, pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in connection with obtaining any such consent, approval or amendment. Notwithstanding the foregoing, neither DuPont nor any Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after the Closing Date and neither DuPont nor any of its Subsidiaries shall have any Liability to Buyer or any of its Subsidiaries solely for failure to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer the Joint Venture Interests.

Obligations Regarding Joint Ventures. (a) Without limiting the generality of Section 5.3 DuPont and Section 5.4, DuPont shall, and shall cause the applicable Sellers to, and Buyer shall, and the applicable Buyer Subs shall use their commercially reasonable efforts to take commercial efforts, including the Sellers and Buyer taking such actions required by the Joint Venture Agreements to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer or any Buyer Sub such Sellers’ ' Joint Venture Interests, and, if applicable, the Other Partner Interests, including, to the extent not already obtained, after the Closing Date; providedPROVIDED, howeverHOWEVER, that this Agreement, the Related Agreements and the Local Purchase Agreements Agreement shall not constitute an agreement to convey, assign, transfer or deliver any Joint Venture Interests or Other Partner Interests as to which consent or approval to assignment, conveyance, assignment, transfer or delivery thereof or amendment thereof has not been obtained as of the Closing Date unless and until such consent, approval, approval or amendment is no longer required or has been obtained; provided, further, that no party nor any of its Affiliates shall be required to commence any litigation or offer, pay any money or otherwise grant any accommodation (financial or otherwise) to any third party in connection with obtaining any such consent, approval or amendment. Notwithstanding anything in this Agreement to the foregoingcontrary, neither if DuPont nor any Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after and the Closing Date and neither DuPont nor any of its Subsidiaries shall have any Liability to Buyer or any of its Subsidiaries solely for failure other Sellers are unable to obtain any required consent, approval or amendment required to transfer, convey, assign, transfer and assign or deliver to Buyer the Joint Venture Interests relating to the several Joint Ventures constituting in the aggregate the Centek Group, then unless and until they have obtained such consents, approvals or amendments sufficient to transfer, convey, assign or deliver the Joint Venture Interests for all members of such Centek Group, they shall be deemed to have not received consents, approvals or amendments sufficient to transfer, convey, assign or deliver any of such Joint Venture Interests. Notwithstanding anything in this Agreement to the contrary, in no event shall the Closing be conditioned upon the conveyance, assignment, transfer or delivery (directly or indirectly) of any Joint Venture Interests pursuant to this Agreement, except as provided in Section 7.2(k) and (m).