Common use of Permits and Approvals; Third Party Consents Clause in Contracts

Permits and Approvals; Third Party Consents. (a) Buyer and Sellers will each continue to use their best efforts to obtain all Approvals and Permits that may be necessary or that may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement. (b) To the extent that the Approval of a third party with respect to any Contract is required in connection with the transactions contemplated by this Agreement, and in the event that any such Approval is not obtained prior to the Closing Date, Sellers shall cooperate with Buyer to ensure that Buyer obtains the benefits of each such Contract and shall indemnify and hold harmless Buyer for and against any and all Losses as a result, directly or indirectly, of the failure to obtain any such Approval. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that Sellers will not assign to Buyer any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained. With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date, Sellers shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall use their best efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date; and Buyer agrees to perform all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date.

Permits and Approvals; Third Party Consents. (a) Seller and Buyer each agree to cooperate and Sellers will each continue to use their best efforts to obtain (and will immediately prepare all registrations, filings and applications, requests and notices preliminary to obtaining all) Approvals and Permits that may be necessary or that may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement. (b) To the extent that the Approval of a third party with respect to any Contract is required in connection with the transactions contemplated by this Agreement, Seller shall use its best efforts to obtain such Approval prior to the Closing Date and in the event that any such Approval is not obtained prior to the Closing Date(but without limitation on Buyer's rights under Section 8.2), Sellers Seller shall cooperate with Buyer to ensure that Buyer obtains the benefits of each such Contract and shall indemnify and hold harmless Buyer for and against any and all Losses as a result, directly or indirectly, of the failure to obtain any such Approval. Notwithstanding anything herein . (c) From the date of this Agreement to the contrary, the parties hereto acknowledge and agree that Sellers will not assign to Buyer any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained. With respect to each such Assigned Contract not assigned on the Closing Date, after Seller agrees to include in each Contract entered into subsequent to the Closing Date, Sellers shall continue to deal with the other contracting party(iesdate of this Agreement ("Subsequent Contract") to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall use their best efforts to obtain the consent of all required parties to a provision permitting the assignment of any such Assigned Contract. Such Assigned Subsequent Contract shall be promptly assigned by Sellers to Buyer after receipt of and providing that upon such consent after the Closing Date. Notwithstanding the absence of any such consentassignment, Buyer shall be entitled succeed to the benefits of such Assigned Contract accruing after the Closing Date; and Buyer agrees to perform all of the Seller's rights, title and interests thereunder subject only to Buyer's express assumption of all Seller's duties, powers and obligations of Sellers to be performed under such Assigned Contract after the Closing DateSubsequent Contract.

Permits and Approvals; Third Party Consents. (a) Buyer and Sellers Seller will each continue to use their best commercially reasonable efforts to obtain all Approvals and Permits that may be necessary or that may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement. (b) To the extent that the Approval of a third party with respect to any Contract is required in connection with the transactions contemplated by this Agreement, and in the event that any such Approval is not obtained prior to the Closing Date, Sellers shall cooperate with Buyer to ensure that Buyer obtains the benefits of each such Contract and shall indemnify and hold harmless Buyer for and against any and all Losses as a result, directly or indirectly, of the failure to obtain any such Approval. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that Sellers Seller will not assign to Buyer any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained. With respect to each such Assigned Contract (other than (i) Contracts listed on Section 1.3(d) of the Buyer’s Disclosure Schedule and (ii) Undisclosed Material Contracts which Buyer has not elected in writing to assume) not assigned on the Closing Date, after the Closing DateDate Seller shall, Sellers shall at Buyer’s sole expense, continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers Seller shall use their best efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by Sellers Seller to Buyer after receipt of such consent after the Closing Date, and upon such assignment shall be deemed to be an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits and subject to the burdens of such Assigned Contract accruing after the Closing Date; and Buyer agrees to perform all of the obligations of Sellers Seller to be performed under such Assigned Contract after the Closing Date.

Permits and Approvals; Third Party Consents. (a) Buyer and Sellers will each continue to use their best efforts to obtain all Approvals and Permits that may be necessary or that may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement. (b) To the extent that the Approval of a third party with respect to any Contract is required in connection with the transactions contemplated by this Agreement, and in the event that any such Approval is not obtained prior to the Closing Date, Sellers each Seller shall cooperate with Buyer to ensure that Buyer obtains the benefits of each such Contract and shall indemnify and hold harmless Buyer for and against any and all Losses as a result, directly or indirectly, of the failure to obtain any such Approval. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that Sellers will not assign to Buyer any Assigned Contract that by its terms requires, prior to such assignment, the consent of any other contracting party thereto unless such consent has been obtained. With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date, Date Sellers shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall use their best efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date; and Buyer agrees to perform all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date.