Common use of Potential Sale of Interests Clause in Contracts

Potential Sale of Interests. (a) Between the date of this Agreement and the Effective Time, to the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, cooperate with Parent to facilitate the disposition immediately prior to, at or after the Effective Time of certain assets or ownership interests held by the Company or any of its Subsidiaries (such assets or interests being “Potential Sale Interest”). To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to (a) permit Persons whom Parent identifies to the Company as potential purchasers of a Potential Sale Interest to conduct (and cooperate with such Persons’) reasonable investigations with respect to such Potential Sale Interest (provided that any such Person executes and delivers to the Company a confidentiality agreement containing customary terms), (b) comply with any applicable right of first refusal, right of first offer, right of approval or similar provisions that may be applicable to a proposed transfer of a Potential Sale Interest, (c) deliver such notices, make such filings and execute such Contracts relating to the disposition of Potential Sale Interests as may be reasonably requested by Parent and (d) reasonably assist Parent in connection with any process undertaken by Parent to dispose of any Potential Sale Interest, including by entering into confidentiality agreements on customary terms; provided that neither the Company nor any of its Subsidiaries shall be required to execute any such Contract under which the Company or any of its Subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, at or after the Effective Time, or to agree to restrictions on their businesses or operations, or payment of money or other consideration, prior to the Effective Time. Parent shall be permitted to identify potential purchasers of Potential Sale Interests and negotiate any Contracts with respect to dispositions of Potential Sale Interests; provided that the Company may (and, to the extent reasonably requested by Parent, shall) participate in such negotiations. If the Effective Time does not occur, Parent shall reimburse the Company for the reasonable, documented out of pocket fees and expenses of the Company and its Subsidiaries expended in complying with this Section 6.15(a).

Potential Sale of Interests. (a) Between the date of this Agreement and the Effective TimeTime (or earlier termination of this Agreement), to the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, cooperate with Parent to facilitate the disposition immediately prior to, at or after the Effective Time of certain those assets or ownership interests held by the Company or any of its Subsidiaries (a) that are identified on Section 6.13 of the Parent Disclosure Letter or (b) that are identified by Parent in writing to the Company as assets or ownership interests the holding of which would be inconsistent with Parent’s strategic objectives and the value of which in the aggregate does not exceed $100,000,000 (such assets or interests being described in clause (a) or (b) referred to as a “Potential Sale Interest”). To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to (ai) permit Persons whom Parent identifies to the Company as potential purchasers of a Potential Sale Interest to conduct (and cooperate with such Persons’) reasonable investigations with respect to such Potential Sale Interest (provided that any such Person executes and delivers to the Company a confidentiality agreement containing customary terms), (bii) comply with any applicable right of first refusal, right of first offer, right of approval or similar provisions that may be applicable to a proposed transfer of a Potential Sale Interest, and (ciii) deliver such notices, make such filings and execute such Contracts relating to the disposition of Potential Sale Interests as may be reasonably requested by Parent and (d) reasonably assist Parent in connection with any process undertaken by Parent to dispose of any Potential Sale Interest, including by entering into confidentiality agreements on customary termsParent; provided that neither the Company nor any of its Subsidiaries shall be required to execute any such Contract under which the Company or any of its Subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, at or after the Effective Time, or to agree to restrictions on their businesses or operations, or payment of money or other consideration, operations prior to the Effective Time. Parent shall be permitted to identify potential purchasers of Potential Sale Interests and negotiate any Contracts with respect to dispositions of Potential Sale Interests; provided that the Company may (and, to the extent reasonably requested by Parent, shall) participate in such negotiations. If Notwithstanding the Effective Time does not occurforegoing, (A) Parent shall reimburse the Company and its Subsidiaries for the reasonabletheir reasonable out-of-pocket costs in complying with this Section 6.13 promptly following incurrence and delivery of reasonable documentation of such costs, documented out of pocket fees and expenses of (B) the Company and its Subsidiaries expended in complying shall not be required to breach the terms of any Contract with this Section 6.15(a)respect to such Potential Sale Interest.

Potential Sale of Interests. (a) Between the date hereof and the Closing (or earlier termination of this Agreement and the Effective TimeAgreement), to the extent reasonably requested by ParentPurchaser, the Company Seller shall, and shall cause the Company and its other Subsidiaries to, cooperate with Parent Purchaser to facilitate the disposition immediately prior to, to and conditional upon the Closing or at or after the Effective Time Closing of certain those assets or ownership interests held by the Company or any of its Subsidiaries that are identified by Purchaser in writing to Seller as reasonably likely to be the subject of a transfer, sale or divesture required in connection with obtaining a Governmental Consent (such assets or interests being referred to as a “Potential Sale Interest”). To the extent reasonably requested by ParentPurchaser, the Company shall, Seller shall and shall cause the Company and its other Subsidiaries to, use its reasonable best efforts to (a) permit Persons whom Parent who Purchaser identifies to the Company Seller as potential purchasers of a Potential Sale Interest to conduct (and cooperate with such Persons’) reasonable investigations with respect to such Potential Sale Interest (provided provided, that any such Person executes and delivers to the Company Seller a confidentiality agreement containing customary terms), (b) comply with any applicable right of first refusal, right of first offer, right of approval or and similar provisions that may be applicable to a proposed transfer of a Potential Sale Interest, and (c) deliver such notices, make such filings and execute such Contracts contracts relating to the disposition of Potential Sale Interests Interest as may be reasonably requested by Parent and (d) reasonably assist Parent in connection with any process undertaken by Parent to dispose Purchaser; provided, that none of any Potential Sale InterestSeller, including by entering into confidentiality agreements on customary terms; provided that neither the Company nor or any of its their Subsidiaries shall be required to execute any such Contract contract under which Seller, the Company or any of its Subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, to and conditional upon the Closing or at or after the Effective Time, or to agree to restrictions on their businesses or operations, or payment of money or other consideration, prior to the Effective TimeClosing. Parent Purchaser shall be permitted to identify potential purchasers of Potential Sale Interests and negotiate any Contracts contracts with respect to dispositions of Potential Sale Interests; provided provided, that the Company Seller may (and, to the extent reasonably requested by ParentPurchaser, shall) participate in all such negotiations. If the Effective Time does not occur, Parent shall reimburse the Company for the reasonable, documented out of pocket fees and expenses of the Company and its Subsidiaries expended in complying with this Section 6.15(a).

Potential Sale of Interests. (a) Between the date hereof and the Closing (or earlier termination of this Agreement and the Effective TimeAgreement), to the extent reasonably requested by ParentPurchaser, the Company Seller shall, and shall cause the Company and its other Subsidiaries to, cooperate with Parent Purchaser to facilitate the disposition immediately prior to, to and conditional upon the Closing or at or after the Effective Time Closing of certain those assets or ownership interests held by the Company or any of its Subsidiaries that are identified by Purchaser in writing to Seller as reasonably likely to be the subject of a transfer, sale or divesture required in connection with obtaining a Governmental Consent (such assets or interests being referred to as a “Potential Sale Interest”). To the extent reasonably requested by ParentPurchaser, the Company shall, Seller shall and shall cause the Company and its other Subsidiaries to, use its reasonable best efforts to (a) permit Persons whom Parent who Purchaser identifies to the Company Seller as potential purchasers of a Potential Sale Interest to conduct (and cooperate with such Persons’) reasonable investigations with respect to such Potential Sale Interest (provided provided, that any such Person executes and delivers to the Company Seller a confidentiality agreement containing customary terms), (b) comply with any applicable right of first refusal, right of first offer, right of approval or and similar provisions that may be applicable to a proposed transfer of a Potential Sale Interest, and (c) deliver such notices, make such filings and execute such Contracts contracts relating to the disposition of Potential Sale Interests Interest as may be reasonably requested by Parent and (d) reasonably assist Parent in connection with any process undertaken by Parent to dispose Purchaser; provided, that none of any Potential Sale InterestSeller, including by entering into confidentiality agreements on customary terms; provided that neither the Company nor or any of its their Subsidiaries shall be required to execute any such Contract contract under which Seller, the Company or any of its Subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, to and conditional upon the Closing or at or after the Effective Time, or to agree to restrictions on their businesses or operations, or payment of money or other consideration, prior to the Effective TimeClosing. Parent Purchaser shall be permitted 55 to identify potential purchasers of Potential Sale Interests and negotiate any Contracts contracts with respect to dispositions of Potential Sale Interests; provided provided, that the Company Seller may (and, to the extent reasonably requested by ParentPurchaser, shall) participate in all such negotiations. If the Effective Time does not occur, Parent shall reimburse the Company for the reasonable, documented out of pocket fees and expenses of the Company and its Subsidiaries expended in complying with this Section 6.15(a).

Potential Sale of Interests. (a) Between the date of this Agreement and the Effective Time, to the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, cooperate with Parent to facilitate the disposition immediately prior to, at or after the Effective Time of certain those assets or ownership interests held by the Company or any of its Subsidiaries that are identified on Section 6.19 of the Parent Disclosure Letter (such assets or interests being “Potential Sale Interest”). To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to (a) permit Persons whom Parent identifies to the Company as potential purchasers of a Potential Sale Interest to conduct (and cooperate with such Persons’) reasonable investigations with respect to such Potential Sale Interest (provided that any such Person executes and delivers to the Company a confidentiality agreement containing customary terms), (b) comply with any applicable right of first refusal, right of first offer, right of approval or similar provisions that may be applicable to a proposed transfer of a Potential Sale Interest, and (c) deliver such notices, make such filings and execute such Contracts relating to the disposition of Potential Sale Interests as may be maybe reasonably requested by Parent and (d) reasonably assist Parent in connection with any process undertaken by Parent to dispose of any Potential Sale Interest, including by entering into confidentiality agreements on customary termsParent; provided that neither the Company nor any of its Subsidiaries shall be required to execute any such Contract under which the Company or any of its Subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, at or after the Effective Time, or to agree to restrictions on their businesses or operations, or payment of money or other consideration, operations prior to the Effective Time. Parent shall be permitted to identify potential purchasers of Potential Sale Interests and negotiate any Contracts with respect to dispositions of Potential Sale Interests; provided that the Company may (and, to the extent reasonably requested by Parent, shall) participate in such negotiations. If Notwithstanding the Effective Time does not occurforegoing, (i) Parent shall reimburse the Company and its Subsidiaries for the reasonabletheir reasonable out-of-pocket costs in complying with this Section 6.19 promptly following incurrence and delivery of reasonable documentation of such costs, documented out of pocket fees and expenses of (ii) the Company and its Subsidiaries expended in complying shall not be required to breach the terms of any Contract with this Section 6.15(a)respect to such Potential Sale Interest.