Common use of Post-Closing Consents Clause in Contracts

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. At the Closing, Seller shall execute and deliver to Buyer such assignments of Leases by Governmental Authorities as require consent to assignment that are typically obtained after Closing, on the forms required by such Governmental Authorities having jurisdiction thereof in addition to the assignment of such Leases pursuant to the Assignment, and Buyer shall pay to Seller, as part of the Purchase Price, the Allocated Value attributable to such Leases. With respect to unobtained consents to assignment for which Seller makes an election pursuant to Section 4.08(ii), the Assets affected thereby shall not be covered by the Assignment but Seller shall hold title to the affected Assets as Buyer’s nominee and Buyer shall pay to Seller, as part of the Purchase Price, the Allocated Value of such affected Assets. Seller and Buyer will use reasonable commercial efforts after Closing to obtain all such unobtained consents to assignment (including such consents from Governmental Authorities typically obtained after Closing), but Seller shall have no obligation to incur any costs or expenses in connection therewith. Until all of such unobtained consents are obtained, Seller shall continue to hold title to the affected Assets as nominee for Buyer. If any such consent is finally denied, then Seller, at its sole option, may elect: (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 continue to hold title to the Closing, this Agreement shall not constitute affected Assets as Buyer’s nominee pursuant to a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof if any of nominee agreement containing 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 terms described in this Section 7.8 shall limit the Company’s obligation to pay Cure Costs pursuant to Section 7.9.4.09, or (b) Once to retain the affected Assets subject to such Consent denied consent. In the event Seller elects the option set forth in Section 4.09(b), then on or waiver is obtainedbefore the 30th day following such election, (i) Buyer shall deliver to Seller all proceeds of production (net of all expenses, expenditures, capital expenses, royalties and other costs of operation incurred or paid by Buyer, but excluding mortgage interest and any burdens or encumbrances created by Buyer, all of which shall be released prior to any payment to Seller pursuant to Section 4.09(b)) attributable to the Company shallaffected Assets from the Effective Time to the date of reassignment of such Assets from Buyer to Seller, (ii) Seller shall reimburse to Buyer the Allocated Value paid to Seller as part of the Purchase Price at the Closing for such affected Assets and (iii) Buyer shall execute any and all conveyances or shall cause its other instruments necessary or desirable to fully vest title to such Assets in Seller Subsidiaries to, sell, assign, transfer, convey and license such Purchased Asset to Purchaser for no additional considerationotherwise accomplish the foregoing as requested by Seller.

Post-Closing Consents. (a) To With respect to any Lease that is assigned or subleased to the extent Purchaser at Closing that (i) required the sale, conveyance, transfer, consent of the landlord to such assignment or sublease, and (ii) was assigned or subleased without obtaining such consent, if (1) any such Lease has a remaining term of at least one year from the Closing Date, and (2) the lessor under such Lease seeks to terminate or materially amend the terms or conditions of Table of Contents such Lease after the Closing Date, then Sylvan shall pay to Purchaser all out-of-pocket expenses incurred by Purchaser (y) in connection with the relocation of the learning center subject to such Lease and in connection with the execution and delivery of a new lease with substantially the same terms and conditions as the Lease that was terminated or attempted sale, conveyance, transfer, materially altered; or (z) all damages associated with the assignment or delivery sublease of such Lease to Purchaser, in the case of each of (y) and (z), up to a maximum of $100,000 per Lease. (b) If the Sellers do not obtain any requisite consent for assignment of the Target Intellectual Property listed on Part 3.23(a)(v) of the Disclosure Schedule prior to Closing, the Sellers shall pay to the Purchaser the cost of replacing such Target Intellectual Property with Intellectual Property of the same type. (c) If the Sellers do not obtain any requisite consent for the assignment of any SES Contract, then (i) with respect to contracts with a stated term of more than one year that are terminated (other than for nonperformance) within 12 months following the Closing Date, Sylvan shall pay Purchaser the previous 12-month period Contribution Margin, multiplied by a number that represents the number of years the contractual relationship has existed with Sylvan, rounded to the nearest whole number; provided, however, that in no event shall the multiplier be greater than five; provided, further, that if the requisite Governmental Entity refuses to pay the amount due on the SES Contract and expresses, as the reason for such refusal, the assignment contemplated by this Agreement or the other Transactions, the Sellers will pay to Purchaser the amount owed by such Governmental Entity under such SES Contract. Purchaser shall use its reasonable best efforts to collect the amount owed by such Governmental Entity under such SES Contract and shall promptly remit the amount collected to Sylvan. (d) For a period of 180 days following the Closing Date, Sellers shall direct their internal legal department to use their reasonable best efforts to assist the Purchaser in obtaining 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 consents not have been obtained prior to the Closing. For a period of 180 days following the Closing Date, Purchaser shall use its reasonable best efforts to assist the Sellers in obtaining any consents not obtained prior to the Closing. Nothing contained in this Agreement Section 5.20(d) 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 waive Sellers’ obligations 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 remainder 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 7.95.20. (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) To With respect to any Lease that is assigned or subleased to the extent Purchaser at Closing that (i) required the sale, conveyance, transfer, consent of the landlord to such assignment or sublease, and (ii) was assigned or subleased without obtaining such consent, if (1) any such Lease has a remaining term of at least one year from the Closing Date, and (2) the lessor under such Lease seeks to terminate or materially amend the terms or conditions of such Lease after the Closing Date, then Sylvan shall pay to Purchaser all out-of-pocket expenses incurred by Purchaser (y) in connection with the relocation of the learning center subject to such Lease and in connection with the execution and delivery of a new lease with substantially the same terms and conditions as the Lease that was terminated or attempted sale, conveyance, transfer, materially altered; or (z) all damages associated with the assignment or delivery sublease of such Lease to Purchaser, in the case of each of (y) and (z), up to a maximum of $100,000 per Lease. (b) If the Sellers do not obtain any requisite consent for assignment of the Target Intellectual Property listed on Part 3.23(a)(v) of the Disclosure Schedule prior to Closing, the Sellers shall pay to the Purchaser the cost of replacing such Target Intellectual Property with Intellectual Property of the same type. (c) If the Sellers do not obtain any requisite consent for the assignment of any SES Contract, then (i) with respect to contracts with a stated term of more than one year that are terminated (other than for nonperformance) within 12 months following the Closing Date, Sylvan shall pay Purchaser the previous 12-month period Contribution Margin, multiplied by a number that represents the number of years the contractual relationship has existed with Sylvan, rounded to the nearest whole number; provided, however, that in no event shall the multiplier be greater than five; provided, further, that if the requisite Governmental Entity refuses to pay the amount due on the SES Contract and expresses, as the reason for such refusal, the assignment contemplated by this Agreement or the other Transactions, the Sellers will pay to Purchaser the amount owed by such Governmental Entity under such SES Contract. Purchaser shall use its reasonable best efforts to collect the amount owed by such Governmental Entity under such SES Contract and shall promptly remit the amount collected to Sylvan. (d) For a period of 180 days following the Closing Date, Sellers shall direct their internal legal department to use their reasonable best efforts to assist the Purchaser in obtaining 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 consents not have been obtained prior to the Closing. For a period of 180 days following the Closing Date, Purchaser shall use its reasonable best efforts to assist the Sellers in obtaining any consents not obtained prior to the Closing. Nothing contained in this Agreement Section 5.20(d) 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 waive Sellers' obligations 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 remainder 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 7.95.20. (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) To With respect to any Lease that is assigned or subleased to the extent Purchaser at Closing that (i) required the sale, conveyance, transfer, consent of the landlord to such assignment or sublease, and (ii) was assigned or subleased without obtaining such consent, if (1) any such Lease has a remaining term of at least one year from the Closing Date, and (2) the lessor under such Lease seeks to terminate or materially amend the terms or conditions of such Lease after the Closing Date, then Sylvan shall pay to Purchaser all out-of-pocket expenses incurred by Purchaser (y) in connection with the relocation of the learning center subject to such Lease and in connection with the execution and delivery of a new lease with substantially the same terms and conditions as the Lease that was terminated or attempted sale, conveyance, transfer, materially altered; or (z) all damages associated with the assignment or delivery sublease of such Lease to Purchaser, in the case of each of (y) and (z), up to a maximum of $100,000 per Lease. (b) If the Sellers do not obtain any requisite consent for assignment of the Target Intellectual Property listed on Part 3.23(a)(v) of the Disclosure Schedule prior to Closing, the Sellers shall pay to the Purchaser the cost of replacing such Target Intellectual Property with Intellectual Property of the same type. (c) If the Sellers do not obtain any requisite consent for the assignment of any SES Contract, then (i) with respect to contracts with a stated term of more than one year that are terminated (other than for nonperformance) within 12 months following the Closing Date, Sylvan shall pay Purchaser the previous 12-month period Contribution Margin, MULTIPLIED BY a number that represents the number of years the contractual relationship has existed with Sylvan, rounded to the nearest whole number; PROVIDED, HOWEVER, that in no event shall the multiplier be greater than five; PROVIDED, FURTHER, that if the requisite Governmental Entity refuses to pay the amount due on the SES Contract and expresses, as the reason for such refusal, the assignment contemplated by this Agreement or the other Transactions, the Sellers will pay to Purchaser the amount owed by such Governmental Entity under such SES Contract. Purchaser shall use its reasonable best efforts to collect the amount owed by such Governmental Entity under such SES Contract and shall promptly remit the amount collected to Sylvan. (d) For a period of 180 days following the Closing Date, Sellers shall direct their internal legal department to use their reasonable best efforts to assist the Purchaser in obtaining 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 consents not have been obtained prior to the Closing. For a period of 180 days following the Closing Date, Purchaser shall use its reasonable best efforts to assist the Sellers in obtaining any consents not obtained prior to the Closing. Nothing contained in this Agreement Section 5.20(d) 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 waive Sellers' obligations 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 remainder 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 7.95.20. (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) To Schedule 3.l(a) sets forth a full and complete list of all consents, approvals and authorizations of Governmental Bodies and third-Persons (including any consents or approvals from the extent that State of Arizona or the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery BLM 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 transfer any of the foregoing would constitute a breach Leases or the Unit or forms to transfer operatorship to or designate Purchaser (or its designee) as the operator of applicable Law the Leases and the Unit) which by contract or result in a termination by the rules and regulations of the corresponding Governmental Body cannot be obtained until after Closing or which Seller cannot otherwise obtain prior to Closing (the “Post-Closing Consents”). Promptly after Closing, Purchaser shall send notice along with any forms of assignment, forms to transfer operatorship or other required documents, delivered at Closing pursuant to Section 7.2 and Section 7.3, to the holders of any Contract. To Post-Closing Consents, requesting consents to the extent transactions contemplated by this Agreement. (b) Purchaser and Seller shall cooperate in seeking to obtain such consents, approvals, permissions, and waivers (including Purchaser providing required assurances of financial condition and operator qualifications). (c) Seller shall deliver written notice to Purchaser promptly if, at any time, Seller has knowledge that any consents, authorizations, approvals holder of a Post-Closing Consent refuses to (or acknowledgements with respect indicates that it will not or may not) give such Post-Closing Consent or waive such requirement and shall update Purchaser weekly in writing as to any Purchased Asset, Permit, what steps Seller Contract or Later Discovered Contract has taken to obtain such Post-Closing Consent. (each a “Consent”d) If the Parties have not been obtained prior to Closingreceived a Post-Closing Consent on or before the date that the final determination of the Purchase Price is made under Section 7.4(a), then following until one hundred and eighty (180) days after the Closingfinal determination of the Purchase Price pursuant to Section 7.4(a), the Company Purchaser and Purchaser Seller shall continue to use commercially reasonable efforts to promptly obtain the Post-Closing Consent so that such Consent, the cost of which (exclusive of Cure Costs) shall Property can be exclusively recovered from the Holdback Amount, and transferred to the extent any excess cost is not recoverable from the Holdback Amount, such excess cost shall be borne solely by Purchaser. Pending Purchaser upon receipt of the Post-Closing Consent. Promptly after 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 Post-Closing 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 Seller shall cause its Seller Subsidiaries to, sell, assign, transfer, and convey to Purchaser, and license Purchaser shall assume from Seller, the Property and Assumed Obligations covered by the Post-Closing Consent pursuant to special purpose assignment and assumption documents substantially consistent with the Assignment and Bill of Sale delivered at Closing. If such Purchased Asset to Post-Closing Consent is not obtained by the date that is one hundred and eighty (180) days after the final determination of the Purchase Price under Section 7.4(a), Seller shall immediately notify Purchaser for no additional considerationof the affected Property.

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 Body 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 Assigned Contract (each a “Consent”) have not been obtained prior to Closing, then following the Closing, the Company Seller 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 Assigned Contract or to obtain such Consent. To the extent that a Consent for any such Purchased Asset, Permit or Seller Assigned Contract cannot be obtained for Purchaser or the full benefits of use of any such Purchased Asset, Permit or Seller Assigned Contract cannot be provided to Purchaser and its Subsidiaries following the Closing, then the Parties, at the CompanyPurchaser’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 8.14 shall limit the CompanySeller’s obligation to pay Cure Costs pursuant to Section 7.9the terms of this Agreement. (b) Once such Consent or waiver is obtained, the Company Seller 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. At the Closing, Seller shall execute and deliver to Buyer such assignments of Leases by Governmental Authorities as require consent to assignment that are typically obtained after Closing, on the forms required by such Governmental Authorities having jurisdiction thereof, in addition to the assignment of such Leases pursuant to the Assignment, and Buyer shall pay to Seller, as part of the Purchase Price, the Allocated Value attributable to such Leases. After Closing, Xxxxxx and Buyer will cooperate and use their reasonable efforts to obtain all such consents from Governmental Authorities typically obtained after Closing. Until all of such unobtained consents are obtained, Seller shall continue to hold title to the affected Assets as nominee for Buyer. If any such consent is finally denied, then Seller, at its sole option, may elect: (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 continue to hold title 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 affected Assets as Xxxxx’s nominee pursuant 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 terms described in this Section 7.8 shall limit the Company’s obligation to pay Cure Costs pursuant to Section 7.9.4.11 or (b) Once to retain the affected Assets subject to such Consent denied consent. In the event Seller elects the option set forth in Section 4.11(b), then on or waiver is obtainedbefore the 10th day following such election, (x) Buyer shall deliver to Seller all proceeds of production (net of all expenses, expenditures, capital expenses, royalties and other costs of operation incurred or paid by Buyer, but excluding mortgage interest and any burdens or encumbrances created by Buyer, all of which shall be released prior to any payment to Seller pursuant to Section 4.11(b)) attributable to the Company shallaffected Assets from the Effective Time to the date of reassignment of such Assets from Buyer to Seller, (y) Seller shall reimburse to Buyer the Allocated Value paid to Seller as part of the Purchase Price at the Closing for such affected Assets, and (z) Buyer shall execute any and all conveyances or shall cause its other instruments necessary or desirable to fully vest title to such Assets in Seller Subsidiaries to, sell, assign, transfer, convey and license such Purchased Asset to Purchaser for no additional considerationotherwise accomplish the foregoing as requested by Seller.

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 Body 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 Assigned Contract (each a “Consent”) have not been obtained prior to Closing, then following the Closing, the Company Seller 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 Assigned Contract or to obtain such Consent. To the extent that a Consent for any such Purchased Asset, Permit or Seller Assigned Contract cannot be obtained for Purchaser or the full benefits of use of any such Purchased Asset, Permit or Seller Assigned Contract cannot be provided to Purchaser and its Subsidiaries following the Closing, then the Parties, at the Company’s Purchaser'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 8.14 shall limit the Company’s Seller's obligation to pay Cure Costs pursuant to Section 7.9the terms of this Agreement. (b) Once such Consent or waiver is obtained, the Company Seller 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. At the Closing, Seller shall execute and deliver to Buyer such assignments of Leases by Governmental Authorities as require consent to assignment that are typically obtained after Closing, on the forms required by such Governmental Authorities having jurisdiction thereof, in addition to the assignment of such Leases pursuant to the Assignment, and Buyer shall pay to Seller, as part of the Purchase Price, the Allocated Value attributable to such Leases. After Closing, Seller and Buyer will cooperate and use their reasonable efforts to obtain all such consents from Governmental Authorities typically obtained after Closing. Until all of such unobtained consents are obtained, Seller shall continue to hold title to the affected Assets as nominee for Buyer. If any such consent is finally denied, then Seller, at its sole option, may elect: (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 continue to hold title 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 affected Assets as Buyer’s nominee pursuant 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 terms described in this Section 7.8 shall limit the Company’s obligation to pay Cure Costs pursuant to Section 7.9.4.11 or (b) Once to retain the affected Assets subject to such Consent denied consent. In the event Seller elects the option set forth in Section 4.11(b), then on or waiver is obtainedbefore the 10th day following such election, (x) Buyer shall deliver to Seller all proceeds of production (net of all expenses, expenditures, capital expenses, royalties and other costs of operation incurred or paid by Buyer, but excluding mortgage interest and any burdens or encumbrances created by Buyer, all of which shall be released prior to any payment to Seller pursuant to Section 4.11(b)) attributable to the Company shallaffected Assets from the Effective Time to the date of reassignment of such Assets from Buyer to Seller, (y) Seller shall reimburse to Buyer the Allocated Value paid to Seller as part of the Purchase Price at the Closing for such affected Assets, and (z) Buyer shall execute any and all conveyances or shall cause its other instruments necessary or desirable to fully vest title to such Assets in Seller Subsidiaries to, sell, assign, transfer, convey and license such Purchased Asset to Purchaser for no additional considerationotherwise accomplish the foregoing as requested by Seller.