Post-Closing Consents Sample Clauses
Post-Closing Consents. (a) To the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser of any Purchased Asset would result in a violation of any applicable Law, would require any Consent or waiver of any Governmental Authority or third Person and such Consent or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof if any of the foregoing would constitute a breach of applicable Law or result in a termination of any Contract. To the extent that any consents, authorizations, approvals or acknowledgements with respect to any Purchased Asset, Permit, Seller Contract or Later Discovered Contract (each a “Consent”) have not been obtained prior to Closing, then following the Closing, the Company and Purchaser shall use commercially reasonable efforts to promptly obtain such Consent, the cost of which (exclusive of Cure Costs) shall be exclusively recovered from the Holdback Amount, and to the extent any excess cost is not recoverable from the Holdback Amount, such excess cost shall be borne solely by Purchaser. Pending receipt of any such Consent, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Purchaser and the Subsidiaries the benefits of such Purchased Asset, Permit or Seller Contract or to obtain such Consent. To the extent that a Consent for any such Purchased Asset, Permit or Seller Contract cannot be obtained for Purchaser or the full benefits of use of any such Purchased Asset, Permit or Seller Contract cannot be provided to Purchaser and its Subsidiaries following the Closing, then the Parties, at the Company’s sole cost and expense, shall endeavor to enter into such arrangements (including subleasing or contracting if permitted) to provide to Purchaser and the Subsidiary the economic (taking into account Tax costs and benefits) and operational equivalent of obtaining such Consent. Nothing in this Section 7.8 shall limit the Company’s obligation to pay Cure Costs pursuant to Section 7.9.
(b) Once such Consent or waiver is obtained, the Company shall, or shall cause its Seller Subsidiaries to, sell, assign, transfer, convey and license such Purchased Asset to Purchaser for no additional consideration.
Post-Closing Consents. (a) Subsequent to the Closing, and subject to Section 2.11, Seller shall and shall cause its Affiliates to continue to use commercially reasonable efforts to obtain in writing as promptly as possible any consent, authorization or approval necessary or commercially advisable in connection with the Transaction which was not obtained on or before the Closing in form and substance reasonably satisfactory to Buyer.
(b) Without limiting Section 5.12(a), in the event that a Closing under this Agreement occurs without the receipt of all LFA Approvals, Buyer and Seller shall, and Buyer shall cause Parent to, act in good faith to obtain any remaining LFA Approvals following the Closing. Until such time as all LFA Approvals have been obtained, Buyer covenants and agrees to use commercially reasonable efforts to satisfy all obligations of Seller or any of its Affiliates arising after the Closing under each Franchise agreement corresponding to a LFA Approval that has not been obtained. Buyer and Seller agree to enter into such arrangements as are reasonably necessary to cause Seller not to be in breach under each such Franchise agreement and to permit Buyer to receive the economic benefits of each such Franchise agreement.
(c) Buyer and Seller agree, assuming as set forth in Section 5.12(b) that all or substantially all of the economic benefits relating to a remaining Franchise inure to Buyer, (i) that any remaining Franchises described in Section 5.12(b) shall be treated for all income Tax purposes as Assets of Buyer as of the Closing and (ii) not to take, and to prevent any of their respective Affiliates from taking, any position inconsistent with such treatment for any income Tax purposes (unless required by a change in applicable income Tax Law or a good faith resolution of a contest).
Post-Closing Consents. Seller agrees to use its best good faith effort to secure and/or assist Purchaser in securing post-Closing third party consents material to the ongoing operation of Seller's Business.
Post-Closing Consents. In the event that the Purchaser should consent to close without any Consent listed in Section 3.14 of the Disclosure Statement, the Seller agrees to use reasonable due diligence to obtain such Consent(s) after the closing, provided that the Seller shall have no obligation to make any payments to the party whose consent is required. The Seller and the Purchaser will cooperate and assist each other in obtaining such Consents after closing.
Post-Closing Consents. Buyer and Seller will use their commercially reasonable efforts from and after the Closing Date to obtain any necessary third-party consents that have not been obtained by Seller prior to the Closing Date in those situations where the parties have agreed to proceed with closing without such consents.
Post-Closing Consents. 5.13.1 On or before the date which is 60 days after the Closing Date or, in respect of Major Project Documents related to the SIGC Project, on or before March 31, 2004, cause each applicable Project Company and each applicable Major Project Participant in respect of the Major Project Documents described in Exhibit E-2, respectively, to enter into (a) a Consent in substantially the form of Exhibit E-1 or (b) in the case of the Major Project Documents to which Edison or IID is a counterparty, a Consent substantially in the form customarily provided by such Persons in substantially similar circumstances.
5.13.2 With respect to any Additional Project Document entered into by HGC, HFC, Mammoth Lakes (at any time after a Mammoth Ownership Event) or SIGC (at any time after a Lease Buyout), cause the applicable counterparty to execute and deliver to Administrative Agent (a) a Consent in substantially the form of Exhibit E-1 or (b) in the case of any Additional Project Document to which Edison or IID is a counterparty, a Consent substantially in the form customarily provided by such Persons in substantially similar circumstances.
Post-Closing Consents. For a period of nine months from the Closing Date, Seller shall use its best efforts and make every good faith attempt (and Purchaser shall cooperate with Seller) to obtain the consents to the assignment of the agreements described in Section 1.2(d), (i), (j), (l) and (q) or any other consents that are required to transfer any of the Purchased Assets to the Purchaser.
Post-Closing Consents. In the event that Sellers are unable to --------------------- obtain any of the consents, approvals, and authorizations referred to in Section 6.1(e) or any of the Landlords' Agreements referred to in Section 6.1(k) prior to the Closing (collectively, the "Missing Consents"), and Buyers nonetheless agree to proceed with the Closing, Sellers hereby covenant and agree to continue to use their reasonable best efforts following the Closing to obtain such Missing Consents as soon as possible.
Post-Closing Consents. It is acknowledged and agreed by the parties that the consents for assignment for the following Assumed Contracts cannot be delivered on the Closing Date and the Seller covenants and agrees to use its commercially reasonable efforts to deliver such consents (or authorizations necessary for the assignment or transfer of such licenses, accounts, rights and authorities) to the Buyer within sixty (60) days following Closing:
Post-Closing Consents. With respect to any Consent not obtained by the Seller on or before the Closing, the Sellers shall use commercially reasonable efforts to obtain such Consent following the Closing. The Parties shall reasonably cooperate with each other in obtaining such Consents and shall keep each other reasonably informed of the status of and any developments with respect to obtaining such Consents. The commercially reasonable costs of obtaining such Consents shall be for the account of the Sellers.