Common use of Obtaining Consents Clause in Contracts

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring requires any third-party Consents or Governmental Approvals, subject to the next two sentences, the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable, subject to the limitations set forth in Section 1.7(b). However, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy will under no circumstance be required to make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion or Xxxxx agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction for any payment or other accommodation made by Navy at Red Lion’s request. Red Lion hereby agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction any payment or other accommodation made by Navy in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion agrees that in the event that any third party or Governmental Authority requests that Navy make a payment or offer or grant an accommodation to obtain a third-party Consents or Governmental Approvals and Red Lion does not agree to reimburse or make whole Navy in connection therewith, Red Lion shall not be entitled to the benefits of the provision in, Navy will not be obligated to take any efforts under, Section 1.7(c) in respect of any Red Lion Asset, Red Lion Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSA) will be governed by Article III of the Red Lion TSA and (ii) to seek the Requisite Regulatory Approvals (as defined in the Merger Agreement) and the Required Xxxxx Vote (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in this

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring Spinco Reorganization or the Distribution requires any third-party Consents or Governmental Approvals (including Real Estate Approvals, subject to the next two sentences), the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable; provided, subject however, except with respect to the limitations set forth in Section 1.7(b). HoweverNecessary Licenses, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy that neither party will under no any circumstance be required to or shall be required to cause any member of its Group to, make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion or Xxxxx the member of the other Group agrees to reimburse and make whole Navy whole, to Navysuch person’s reasonable satisfaction satisfaction, for any payment or other accommodation made by Navy at Red Lion’s its request. Red Lion hereby agrees Except with respect to reimburse and make whole Navy to Navy’s reasonable satisfaction any payment or other accommodation made by Navy in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion Necessary Licenses, Spinco agrees that in the event that any third party or Governmental Authority requests that Navy Burgundy make a payment or offer or grant an accommodation to obtain a any third-party Consents or Governmental Approvals and Red Lion Spinco or Grizzly does not agree to reimburse or make whole Navy Burgundy in connection therewith, Red Lion Spinco shall not be entitled to the benefits of the provision in, Navy and Burgundy will not be obligated to take any efforts under, Section 1.7(c2.7(d) in respect of any Red Lion Spinco Asset, Red Lion Spinco Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. With respect to the Necessary Licenses, Spinco and Burgundy shall share equally any costs related to obtaining Consents (including any remedies related thereto whether negotiated or the result of a judicial process) to separate the Shared Contracts or assign the Necessary License, as applicable; provided, however, that if any Prime Counterparty to a Necessary License requires any payment in the nature of a license fee to be made directly to the Prime Counterparty by a Spinco Group member pursuant to a new license agreement between such Spinco Group member and such Prime Counterparty that will grant rights to such Spinco Group member in complete or partial substitution for rights of a Burgundy Group member under the Shared Contract in question (as opposed to a payment in the nature of a transfer fee or fee for granting consent), such license fee will be borne entirely by such Spinco Group member. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSATransition Services Agreement) will be governed by Article III 3 of the Red Lion TSA Transition Services Agreement and (ii) to seek approval pursuant to the Requisite Regulatory Approvals HSR Act or Foreign Competition Laws (each as defined in the Merger Agreement) and the Required Xxxxx Vote Grizzly Stockholder Approval (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in thisthis Section 2.7(a) will terminate on the two-year anniversary of the Distribution Date; provided, however, with respect to Real Estate Approvals, the obligations in this Section 2.7(a) will survive in perpetuity.

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring Spinco Reorganization or the Distribution requires any third-party Consents or Governmental Approvals (including Real Estate Approvals, subject to the next two sentences), the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable; provided, subject however, except with respect to the limitations set forth in Section 1.7(b). HoweverNecessary Licenses, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy that neither party will under no any circumstance be required to or shall be required to cause any member of its Group to, make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion or Xxxxx the member of the other Group agrees to reimburse and make whole Navy whole, to Navysuch person’s reasonable satisfaction satisfaction, for any payment or other accommodation made by Navy at Red Lion’s its request. Red Lion hereby agrees Except with respect to reimburse and make whole Navy to Navy’s reasonable satisfaction any payment or other accommodation made by Navy in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion Necessary Licenses, Spinco agrees that in the event that any third party or Governmental Authority requests that Navy Burgundy make a payment or offer or grant an accommodation to obtain a any third-party Consents or Governmental Approvals and Red Lion Spinco or Grizzly does not agree to reimburse or make whole Navy Burgundy in connection therewith, Red Lion Spinco shall not be entitled to the benefits of the provision in, Navy and Burgundy will not be obligated to take any efforts under, Section 1.7(c2.7(d) in respect of any Red Lion Spinco Asset, Red Lion Spinco Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSA) will be governed by Article III of the Red Lion TSA and (ii) to seek the Requisite Regulatory Approvals (as defined in the Merger Agreement) and the Required Xxxxx Vote (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in thisor

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring requires any third-party Consents or Governmental Approvals, subject to the next two sentences, the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable, subject to the limitations set forth in Section 1.7(b). However, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy will under no circumstance be required to make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion or Xxxxx Penny agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction for any payment or other accommodation made by Navy at Red Lion’s request. Red Lion hereby agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction any payment or other accommodation made by Navy in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion agrees that in the event that any third party or Governmental Authority requests that Navy make a payment or offer or grant an accommodation to obtain a third-party Consents or Governmental Approvals and Red Lion does not agree to reimburse or make whole Navy in connection therewith, Red Lion shall not be entitled to the benefits of the provision in, Navy will not be obligated to take any efforts under, Section 1.7(c) in respect of any Red Lion Asset, Red Lion Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSA) will be governed by Article III of the Red Lion TSA and (ii) to seek the Requisite Regulatory Approvals (as defined in the Merger Agreement) and the Required Xxxxx Penny Vote (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in this

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring Spinco Reorganization or the Distribution requires any third-party Consents or Governmental Approvals, subject to the next two sentences, the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable, at the times indicated on Schedule 1.7 and subject to the limitations set forth in Section 1.7(b). However, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy Parent will under no circumstance be required to make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion Spinco or Xxxxx Acquirer agrees to reimburse and make whole Navy Parent to NavyParent’s reasonable satisfaction for any payment or other accommodation made by Navy Parent at Red LionSpinco’s request. Red Lion Spinco hereby agrees to reimburse and make whole Navy Parent to NavyParent’s reasonable satisfaction any payment or other accommodation made by Navy Parent in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion Spinco agrees that in the event that any third party or Governmental Authority requests that Navy Parent make a payment or offer or grant an accommodation to obtain a third-party Consents or Governmental Approvals and Red Lion Spinco does not agree to reimburse or make whole Navy Parent in connection therewith, Red Lion Spinco shall not be entitled to the benefits of the provision in, Navy Parent will not be obligated to take any efforts under, Section 1.7(c1.7(d) in respect of any Red Lion Spinco Asset, Red Lion Spinco Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSA) will be governed by Article III Section 3.2 of the Red Lion TSA and (ii) to seek approval pursuant to the Requisite Regulatory Approvals HSR Act or Foreign Competition Laws (each as defined in the Merger Agreement) and the Required Xxxxx Vote Company Stockholder Approval (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in thisthis Section 1.7(a) will terminate on the one-year anniversary of the Business Transfer Time.