Common use of Permits and Consents Clause in Contracts

Permits and Consents. (a) As promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with Governmental Authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to Buyer at the Closing 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 prior to the Closing Date. (b) Buyer agrees that Sellers shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that either Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because any such consents are not obtained. (c) 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 continue to use reasonable 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. Any Contract as to which consent is obtained after the Closing Date shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunder. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.

Permits and Consents. (a) As promptly as practicable after the date hereof, Buyer and Sellers Seller shall make all filings with Governmental Authoritiesgovernmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers Seller shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers Seller and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts Contracts, that such consents have not been obtained and that Sellers Seller will not assign to Buyer at the Closing 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 prior to the Closing Date. (b) Buyer agrees that Sellers Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or representation, warranty of MagneTek or covenant of MagneTek or of NEC Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that either Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Sellers Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers Seller shall continue to use reasonable 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. Any Contract as to which consent is obtained after the Closing Date shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers Seller may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers Seller to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunder. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.

Permits and Consents. (a) As promptly as practicable after the date hereof, Buyer and Sellers Seller shall make all filings with Governmental Authoritiesgovernmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers Seller shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers Seller and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. As to the Assigned Contracts on Schedule 8.1(a), Buyer shall use commercially reasonable efforts to cause the other party to such Contract to agree to a complete novation as to Seller in respect thereof. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers Seller will not assign to Buyer at the Closing 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 prior to the Closing Date. (b) Buyer agrees that Sellers Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that either Seller commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Sellers Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers Seller shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment or novation 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. Any Contract as to which consent is obtained after the Closing Date shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers Seller may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers Seller to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunder. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.

Permits and Consents. (a) As promptly as practicable after the date hereofPrior to Closing, Buyer and Sellers shall make all filings with Governmental Authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers Seller and Buyer shall use commercially reasonable efforts to (i) obtain all approvals, consents, ratifications, waivers, or authorizations if any, of any Person not a party to this Agreement which are required to transfer any of the Assets, including the Licensed Intellectual Property, to Buyer (collectively, the "Required Consents"), (ii) obtain all Permits and Environmental Permits, if any, necessary to transfer the Assets to Buyer (collectively, the "Transfer Permits"); (iii) transfer to Buyer all Transferable Permits; and (iv) obtain all Permits and Environmental Permits, other than the Transferable Permits, necessary for Buyer's lawful operation of the Assets following the Effective Time in substantially the same manner as presently operated by Seller (collectively, the "New Permits"); provided, however, that Seller shall not be required to pay any consideration or suffer any financial disadvantages to obtain such consents Required Consents, Transfer Permits, Transferable Permits and/or New Permits. Prior to Closing, Buyer shall cooperate with Seller to obtain all Required Consents, Transfer Permits and Transferable Permits, and shall obtain all New Permits, and Seller shall cooperate with Buyer to obtain all New Permits. To the assignment extent that any Required Consent is not capable of being assigned, transferred, subleased or sublicensed without the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to Buyer at the Closing consent of, or waiver by, any Assigned Contract that by its terms requiresother party thereto or any other Person, prior to or if such assignment, the consent transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof or a violation of any other contracting party thereto unless such consent has been obtained prior to the Closing DateLegal Requirement, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense thereof. (b) Buyer agrees In the event that Sellers shall not have any liability whatsoever to Buyer arising out of or relating to the failure Seller is unable to obtain any consents Required Consent prior to Closing, either (i) Seller shall retain such Asset or Licensed Intellectual Property, as the assignment case may be, and shall enter into an arrangement with Buyer to provide Buyer with the benefits of Contracts that such Asset or Licensed Intellectual Property, as the case may be, provided Buyer shall be required liable for and perform Seller's obligations and responsibilities arising in connection with the Transactions such Asset or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfiedLicensed Intellectual Property, as a result of (i) the failure case may be, after the Closing Date until such Asset or Licensed Intellectual Property, as the case may be, is assigned to obtain any Buyer or the right to use such consent Asset or Licensed Intellectual Property, as a result of any the case may be, expires in accordance with the terms applicable to such acceleration Asset or termination Licensed Intellectual Property, or (ii) Seller and Buyer shall enter into a mutually acceptable agreement that allows Buyer to enjoy the benefits of such Asset or Licensed Intellectual Property, as the case may be, for which such Required Consent has not been obtained; provided, however, Buyer shall promptly pay Seller's costs of satisfying any lawsuitobligations and responsibilities accruing under such Asset or Licensed Intellectual Property, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to as the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVERcase may be, that Buyer would have otherwise incurred if the Required Consents had been obtained and Buyer shall promptly reimburse Seller or its Affiliates, as the case may be, for their fully loaded personnel costs, as further described in the Transition Services Agreement attached hereto, incident to administering the obligations and responsibilities underlying such cooperation shall not include any requirement that either Seller commence any litigation Assets or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because any such consents are not obtainedLicensed Intellectual Property. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Sellers Seller shall continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall continue after Closing to use commercially reasonable efforts to obtain the consent of all required parties Required Consents that were not obtained prior to the assignment of such Assigned ContractClosing. Such Assigned Contract shall be promptly assigned by Sellers Seller's duty to Buyer after receipt of such consent after the Closing Date. Any Contract use these efforts as to which consent is obtained after the Closing Date Required Consents that are not material shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consentexpire 90 days following Closing, Buyer but Seller shall be entitled continue to the benefits of such Assigned Contract accruing after the Closing Date satisfy its obligations under Section 6.15(b) as to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunderthese non-material Required Consents. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.

Permits and Consents. (a) As promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with Governmental Authoritiesgovernmental bodies and other regulatory authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to Buyer buyer at the Closing 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 prior to the Closing Date. (b) Buyer agrees that Sellers shall not have any liability whatsoever to Buyer buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that either Seller Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Sellers 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 continue to use reasonable 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. Any Contract as to which consent is obtained after the Closing Date shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunder. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.

Permits and Consents. (a) As Except as expressly provided in Section 6.3 hereof, as promptly as practicable after the date hereof, Buyer and Sellers shall make all filings with Governmental Authorities, and use all reasonable efforts to obtain all permits, approvals, authorizations and consents of all third parties, required to consummate the Transactions. Buyer and Sellers shall furnish promptly to each other all information that is not otherwise available to the other party and that such party may reasonably request in connection with any such filing. Sellers and Buyer shall use reasonable efforts to obtain such consents to the assignment of the Assigned Contracts as may be required. Buyer acknowledges that consents to the Transactions may be required from parties to the Assigned Contracts and that Sellers will not assign to Buyer at the Closing 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 prior to the Closing Date. (b) Buyer agrees that Sellers shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents to the assignment of Contracts that may be required in connection with the Transactions or because of the default, acceleration or termination of any Assigned Contract as a result thereof. Buyer further agrees that no representation or warranty of MagneTek or covenant of MagneTek or of NEC contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any such consent or as a result of any such acceleration or termination or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such consent or any such acceleration or termination. Sellers shall cooperate with Buyer in any reasonable manner in connection with Buyer obtaining any such consents; PROVIDED, HOWEVER, that such cooperation shall not include any requirement that either Seller Sellers commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. The Purchase Price shall not be subject to adjustment because by reason of any such consents that are not obtained. (c) With respect to each such Assigned Contract not assigned on the Closing Date, after the Closing Date Sellers shall shall, to the extent necessary, continue to deal with the other contracting party(ies) to such Assigned Contract as the prime contracting party, and Buyer and Sellers shall continue to use reasonable efforts to obtain the consent of all required parties to the assignment of such Assigned Contract. Such Assigned Contract shall be promptly deemed assigned by Sellers to Buyer after receipt of such consent after the Closing Date. Any Contract contract as to which consent is obtained after the Closing Date shall thereupon comprise an Assigned Contract. Notwithstanding the absence of any such consent, Buyer shall be entitled to the benefits of such Assigned Contract accruing after the Closing Date to the extent that Sellers may provide Buyer with such benefits without violating the terms of such contractContract; and to the extent such benefits are so provided, Buyer agrees to perform at its sole expense all of the obligations of Sellers to be performed under such Assigned Contract after the Closing Date, such obligations to comprise Assumed Liabilities hereunder. (d) Without limiting the generality of the foregoing, the parties acknowledge that Buyer will seek novations in respect of the government contracts of Sellers included in the Transactions, and Sellers undertake to provide customary and reasonable assistance to Buyer in respect of the preparation of novation requests.