Common use of Seller and Buyer Clause in Contracts

Seller and Buyer. acknowledge and agree that Seller may continue to pursue any action, suits or proceedings commenced prior to Closing if the party against which Seller has brought such claim is no longer a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding in accordance with the standard set forth in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreement.

Seller and Buyer. acknowledge shall work together and agree that cooperate in order to obtain and cause to be delivered to Buyer (for Buyer's use for purposes of obtaining title insurance and confirmatory due diligence in respect of Seller's representations set forth in Section 4.4) and Seller may continue as promptly as practicable following execution of this Agreement, copies of commitments to pursue any action, suits issue owner's or proceedings commenced prior leasehold title insurance policies ("Title Commitments") for each Site as to Closing if the party against ----------------- which Seller has brought such claim is no longer an insurable real property interest ("Insurable Sites") in --------------- accordance with the letter agreement among the Title Company, Seller and Buyer. The costs of obtaining the Title Commitments and title insurance policies pursuant to the Title Commitments (the "Title Policies") (at the rate of $1,100 -------------- per Site up to a Tenant maximum of $2,132,900 in possession of a portion the aggregate, which includes "breakage" and "cancellation" fees associated therewith) and fees of the Property pursuant to a Lease Title Company for attendance at the time Closings shall, subject to the last sentence of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease this Section 6.12(a), be shared equally by Buyer and Seller, and at the time of Initial Closing, Buyer will assume from Seller, at the time of Closing, and shall reimburse Seller shall discontinue, at the time of Closing, the pursuit for Buyer's portion of such action, suit or proceeding, but only costs (to the extent that the adjudicating court or other tribunal approves Buyer's portion of such discontinuancecosts was initially borne by Seller). Except as provided in Section 3.2, if necessaryany title insurance premiums or costs relating to the Title Policies (other than fees of the Title Company for attendance at the Closings) which are in excess of the $1,100 per Site average or in excess of $2,132,900 in the aggregate shall be paid by Buyer. If, and at any proposed Closing (other than the Final Closing) relating to any Insurable Site for which a Title Commitment shall have been issued, Buyer shall be unable to obtain a Title Policy insuring its interest in such Site notwithstanding Buyer's having exercised its commercially reasonable efforts to do so, then, provided that (i) Seller retains Buyer shall continue to exercise commercially reasonable efforts to obtain such Title Policy, Buyer shall have the right to all sums recovered from defer the transfer and assignment of such Site to the next Closing hereunder; provided, however, that, -------- ------- notwithstanding the foregoing, (x) provided that Seller has reasonably cooperated with Buyer in selecting the Sites to be transferred and assigned to Buyer at the Initial Closing, in no event shall Buyer have the right to defer the transfer and assignment of any Site if the effect of such Tenant deferral would be that fewer than 350 Sites would be transferred and assigned at the Initial Closing, and (iiy) Buyer's ability to obtain Title Policies for any or all of the Sites in and of itself shall not be a closing condition hereunder, and any Sites the transfer and assignment of which shall have been deferred pursuant to this sentence shall be transferred and assigned at the next Closing following the date on which Buyer is able to obtain Title Insurance therefor (Buyer hereby agreeing to continue to exercise commercially reasonable efforts to do so) or, if Buyer shall pursue such actionhave continued to be unable to obtain Title Insurance therefor, suit or proceeding in accordance with at the standard Final Closing, regardless of the state of title therefor, subject to the other conditions of this Agreement. Buyer acknowledges and agrees that, unless the conditions set forth in this paragraph below and Article VIII shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise fail to be due satisfied, Buyer shall be obligated to the other party under Section 7.2.6 without the prior written approval purchase all of the non-pursuing partySites (other than Excluded Sites and Strategic Sites) regardless of the state (or absence) of title thereto, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court title defects or other tribunal approves such discontinuanceLiens applicable thereto, if necessary, or the inability to obtain a Title Commitment or Title Policy therefor. Any amounts incurred by Seller pursuant to this Section 7.2.6(j) 6.12 shall do so be applied toward the Cap described in good faith, with reasonable diligence Section 10.3. Seller's obligations pursuant to the second and in the best interest of both Buyer and Seller. The provisions third sentences of this Section 7.2.6 6.12(a) shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, be determined as if expressly stated, the earlier termination of this Agreementall Excluded Sites and all Strategic Sites were Sites.

Seller and Buyer. acknowledge and agree that Seller may continue to pursue any action, suits or proceedings commenced prior to Closing if acquired the party against which Property through a sale\leaseback with the present tenant. Seller has brought such claim is no longer a Tenant been an absentee landlord. Consequently, Seller has little, if any, knowledge of the physical characteristics of the Property. Accordingly, except as otherwise specifically stated in possession this Agreement, Seller hereby specifically disclaims any warranty, guaranty, or representation, oral or written, past, present, or future of, as to, or concerning (i) the nature and condition of a portion the Property, including, without limitation, the water, soil, and geology, and the suitability thereof and of the Property pursuant for any and all activities and uses which Buyer may elect to a Lease conduct thereon; (ii) except for the warranty contained in the Deed to be delivered by Seller at the time Closing, the nature and extent of Closing. If any right of way, Lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, and (iii) the party against which Seller has brought such claim is a Tenant in possession of a portion compliance of the Property pursuant or its operation with any laws, ordinances, or regulations of any government or other body. Buyer acknowledges that having been given the opportunity to a Lease at inspect the time of ClosingProperty, Buyer will assume is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller except as set forth herein. Buyer further acknowledges that the information provided and to be provided with respect to the Property by Seller was obtained from Sellera variety of sources and Seller neither (a) has made independent investigation or verification of such information, at or (b) makes any representations as to the time accuracy or completeness of Closingsuch information. The sale of the Property as provided for herein is made on an "AS IS" basis, and Buyer expressly acknowledges that, in consideration of the agreements of Seller shall discontinueherein, at the time except as otherwise specified herein, Seller makes no Warranty or representation, Express or Implied, or arising by operation of Closinglaw, the pursuit of such action, suit or proceedingincluding, but only to the extent that the adjudicating court not limited to, any warranty or other tribunal approves of such discontinuancecondition, if necessaryhabitability, and provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such actiontenantability, suit suitability for commercial purposes, merchantability, or proceeding fitness for a particular purpose, in accordance with the standard set forth in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval respect of the non-pursuing partyProperty. BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS THEN PRESENT CONDITION, which consent shall not be unreasonably withheld. Whichever party is pursuing such actionAS IS, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuanceWHERE IS, if necessaryAND SELLER HAS NO OBLIGATION TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON, pursuant to this Section 7.2.6(j) shall do so in good faithOR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this AgreementEXCEPT AS EXPRESSLY PROVIDED HEREIN.

Seller and Buyer. acknowledge Buyer intends to assign Buyer's interest in this Agreement before Closing to a third party. Buyer may assign this Agreement and agree that the rights, duties, interests, and obligations of Buyer hereunder to a third party (the "Assignee") on the Closing Date without the consent of Seller. Buyer shall provide Seller may continue with notice of any assignment by Buyer. Upon execution of an assignment and assumption agreement between Buyer and Assignee which provides for Assignee's assumption of Buyer's rights, obligations, and duties under this Agreement, Seller shall fully release and discharge Buyer as named on page 1 of this Agreement (for purposes of this Section 18, the "Named Buyer") from all obligations, duties, liabilities, claims and responsibilities of Buyer under this Agreement and in connection with the Property. After any such assignment, Seller will look solely to pursue any actionAssignee for the performance and discharge of all the duties, suits or proceedings commenced prior to Closing obligations, liabilities and responsibilities of Buyer under this Agreement, as if Assignee had been the party against which Seller has brought original Buyer under this Agreement. Upon the assignment and assumption, Assignee shall become the "Buyer" under this Agreement, with all rights, duties, interests, liabilities and obligations of Buyer hereunder. If such claim is no longer a Tenant in possession of a portion assignment shall be made, then the sale of the Property pursuant to a Lease at contemplated by this Agreement shall be consummated in the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion name of the Property pursuant Assignee or its assignee. Seller shall not assign this Agreement to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closingany person or entity, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that (i) Seller retains the right to all sums recovered from any such Tenant assignment or attempted assignment shall be void and (ii) Buyer shall pursue such action, suit of no force or proceeding in accordance with the standard set forth in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Sellereffect. The provisions of this Section 7.2.6 18 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this AgreementClosing.

Seller and Buyer. acknowledge intend the transfers of ---------- Receivables hereunder to be true sales by Seller to Buyer that are absolute and agree irrevocable and that provide Buyer with the full benefits of ownership of the Receivables. Buyer and Seller may continue to pursue any action, suits or proceedings commenced prior to Closing if do not intend that the party against which conveyance of the Purchased Assets by Seller has brought such claim is no longer be deemed a Tenant in possession grant of a portion lien on or security interest in the Purchased Assets by Seller to Buyer to secure a debt or other obligation of Seller. However, in the event that, notwithstanding the intent of the Property pursuant to a Lease at the time parties, any Purchased Assets are property of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of ClosingSeller's estate, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that then (i) Seller retains this Agreement also shall be deemed to be and hereby is an assignment of mortgage and a security agreement within the right to all sums recovered from any such Tenant meaning of the UCC, and (ii) Buyer shall pursue such action, suit or proceeding in accordance with the standard set forth conveyance by Seller provided for in this paragraph below Agreement shall be deemed to be a grant by Seller to Buyer of, and shall do so at its own cost Seller hereby grants to Buyer, a lien on and expense. The party which is pursuing security interest in and to all of Seller's right, title and interest in, whether now owned or hereafter acquired, to and under the claim may not enter into any settlement agreement or otherwise compromise Purchased Assets to secure (1) the monetary amounts which would otherwise be due rights of Buyer hereunder and (2) a nonrecourse loan by Buyer to Seller in the other party under Section 7.2.6 without the prior written approval amount of the non-pursuing partyrelated Purchase Price of the Purchased Assets sold by Seller to Buyer. Seller and Buyer, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves consistent with this Agreement, shall take such discontinuance, actions as may be necessary to ensure that if necessary, pursuant this Agreement were deemed to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence create a lien on and security interest in the best Purchased Assets, such security interest would be deemed to be a perfected security interest of both first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law ab initio and Seller. The provisions of this Section 7.2.6 shall survive will be maintained as such throughout the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination term of this Agreement.

Seller and Buyer. acknowledge Buyer's Parent and agree that Seller may continue to pursue any actionGuarantor shall cooperate with each other and, suits or proceedings commenced prior to Closing if as promptly as practicable after the party against which Seller has brought such claim is no longer a Tenant in possession date of a portion of the Property pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that this Agreement: (i) prepare and make with any other Governmental Authority having jurisdiction over Seller, Buyer, Buyer's Parent or the Zion Assets, all filings required to be made with respect to the transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and filings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the transfer or reissuance to Buyer of all Permits, Environmental Permits, consents, approvals and authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement (including the Required Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller retains or Buyer, 45 Buyer's Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective Commercially Reasonable Efforts to cause regulatory approval to be obtained at the earliest possible date after the date of filing. Except as otherwise provided in Section 6.7.1, the Parties shall equally share costs of the preparation and review of any filing with any Governmental Authority, and the Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall have the right to review in advance all sums recovered from characterizations of the information relating to the transactions contemplated by this Agreement which appear in any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding filing made in accordance connection with the standard set forth transactions contemplated hereby and the filing Party shall consider in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into good faith any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of revisions reasonably requested by the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreementfiling Party.

Seller and Buyer. acknowledge stipulate and agree that Schedule 1 is a list of all amounts due and owing by Seller may continue to pursue any action, suits or proceedings commenced Buyer as of the date of this Agreement pursuant to the Amended Purchase Agreement and joint interest billings delivered prior to Closing if thx xxxx xereof to Seller by Buyer, or its Affiliate, acting in its capacity as operator under the party terms of the joint operating agreements in effect with respect to those Assets also identified on Schedule 1, net of all production revenues attributable to the interests of Seller in such Assets received by Buyer, or its Affiliate, prior to, and that had not been distributed to Seller as of, the date of this Agreement (the "Unpaid Obligations"). Buyer hereby releases, remises, acquits, and forever discharges Seller from the obligation to pay, and waives and relinquishes to Seller any Claim that Buyer may have against Seller under the terms of the Amended Purchase Agreement, the applicable joint operating agreements, or otherwise with respect to, the Unpaid Obligations. In consideration of such release, discharge, and waiver by Buyer, Seller has, concurrently with the execution of this Agreement, executed and delivered to Buyer, in sufficient numbers of counterparts to facilitate recording in all relevant jurisdictions, an Assignment, Bill of Sale, and Conveyance sxxxxantially in the form attached hereto as Exhibit F, pursuant to which Seller has brought such claim is no longer a Tenant conveyed to Buyer all Retained Interests excepted and reserved by Seller in possession of a portion the Conveyances executed and delivered by Seller to Buyer at the Closings referred to in Sections 2.2(b), 2.2(c), and 2.2(d) of the Property pursuant to a Lease at Amended Purchase Agreement (the time of Closing"Transferred Retained Interests"). If the party against which Seller has brought such claim is a Tenant in possession of a portion Such conveyance of the Property pursuant to a Lease at Transferred Retained Interests has been made effective as of the time Revised Effective Time. Such conveyance is executed in lieu of Closing, the exercise by Seller or Buyer will assume from Seller, at of the time Retained Interests Option under Section 8.4 of Closingthe Amended Purchase Agreement, and Seller shall discontinue, at the time of Closing, the pursuit of Amended Purchase Agreement is hereby amended to delete such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding provision in accordance with the standard set forth in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreemententirety.

Seller and Buyer. acknowledge Buyer’s Parent and agree that Seller may continue to pursue any actionGuarantor shall cooperate with each other and, suits or proceedings commenced prior to Closing if as promptly as practicable after the party against which Seller has brought such claim is no longer a Tenant in possession date of a portion of the Property pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that this Agreement: (i) prepare and make with any other Governmental Authority having jurisdiction over Seller, Buyer, Buyer’s Parent or the Zion Assets, all filings required to be made with respect to the transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and filings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the transfer or reissuance to Buyer of all Permits, Environmental Permits, consents, approvals and authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement (including the Required Regulatory Approvals) or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller retains or Buyer, Buyer’s Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in any hearings, settlement proceedings or other proceedings ordered with respect to the applications, and use their respective Commercially Reasonable Efforts to cause regulatory approval to be obtained at the earliest possible date after the date of filing. Except as otherwise provided in Section 6.7.1, the Parties shall equally share costs of the preparation and review of any filing with any Governmental Authority, and the Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall have the right to review in advance all sums recovered from characterizations of the information relating to the transactions contemplated by this Agreement which appear in any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding filing made in accordance connection with the standard set forth transactions contemplated hereby and the filing Party shall consider in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into good faith any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of revisions reasonably requested by the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreementfiling Party.

Seller and Buyer. acknowledge each agree to use their commercially reasonable efforts (x) to take, or cause to be taken, all actions and agree that Seller may continue to pursue do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, and to cooperate with the other in connection with the foregoing, and (y) to refrain from taking, or cause to be refrained from taking, any actionaction and to refrain from doing or causing to be done, suits anything which could reasonably be expected to impede or proceedings commenced prior to Closing if impair the party against which Seller has brought such claim is no longer a Tenant in possession of a portion consummation and the making effective as promptly as practicable of the Property pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closingtransactions contemplated by this Agreement, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that including using its commercially reasonable efforts (i) Seller retains the right to obtain all sums recovered necessary waivers, consents, releases and approvals from any such Tenant other parties to material loan agreements, leases and other contracts, (ii) to obtain all consents, approvals and authorizations that are required to be obtained under any Law, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties hereto to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, including, without limitation, any Governmental Antitrust Authority, (v) to fulfill all conditions to this Agreement, and (vi) to correct any title defects which Buyer reasonably believes have or would reasonably be expected to have a material adverse effect on the ability of Buyer to use any Site in the manner currently used (Buyer hereby agreeing to identify any such title defects by written notice to Seller as promptly as reasonably practicable, which notice shall pursue specify the nature of the title defect and the method by which Buyer proposes to cure the title defect), provided that the correction of any such actiontitle defect shall not, suit in and of itself, be a closing condition hereunder. Seller and Buyer further covenant and agree, with respect to a threatened or proceeding pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In no event, however, shall Seller or Buyer be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in accordance connection with its obligations under this Section 6.2 (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. In addition, notwithstanding anything to the standard set forth contrary in this paragraph below and Section 6.2 or otherwise, nothing in this Agreement shall do so at prevent or restrict Seller or any of its own cost and expense. The party which is pursuing the claim may not enter into Subsidiaries from engaging in any settlement agreement merger, acquisition or otherwise compromise the monetary amounts which would otherwise be due business combination transaction, or any disposition of any assets (other than a disposition to the a Person other party under Section 7.2.6 without the prior written approval than Buyer of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or any Site (other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly statedthan an Excluded Site)), or, if expressly stated, the earlier termination of this Agreementor any other corporate transaction.