Common use of Seller Consents Clause in Contracts

Seller Consents. (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its efforts to procure or renew any Seller Consents that have not been received after proper application therefor, provided, however, that, where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s (v) bear all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents.

Seller Consents. (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its efforts to procure or renew any Seller Consents that have not been received after proper application therefor, provided, however, that, where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s’s request; and (v) bear all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents.

Seller Consents. (a) From As soon as reasonably practical after the date of execution and delivery of this Agreement, and in any event on or before the Closing Date, Seller shall, at shall use its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are commercially reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its best efforts to procure obtain the written consent of the Persons whose approval is required in order for Seller to effect the transactions contemplated (including those transactions contemplated by the Contribution Agreement entered into pursuant to Section 5.06) and shall furnish to Buyer executed copies of such consents. In addition, Seller shall use its commercially reasonable best efforts to obtain the written consent of all Persons necessary to permit the transfer to ABPH, and thereupon to consummate the transactions contemplated by this Agreement, of those leases designated on Attachment "A" to Schedule 3.23 and designated as "Franchise Locations for which Seller Subleases or renew any Seller Consents that have not been received after proper application therefor, Guarantees the Leases"; provided, however, that, where that the failure of Seller makes to secure any such request consents shall not be a condition to the Purchaser, consummation of the transactions contemplated hereby. The requested form of all consents referred to above in this Section 6.01 that will be sent by Seller shall: (i) shall be provided to Buyer prior to their transmittal and shall be reasonably acceptable to Buyer. Seller shall use best efforts to obtain all governmental approvals and consents necessary or required for the date upon which its request consummation of the transactions contemplated hereby in form and substance reasonably satisfactory to the Purchaser is submitted, have done Buyer. Seller shall pay and assume all fees and expenses incurred and paid or to be paid to all landlords of all Au Bon Pain bakery/cafes in connection with obtaining all such things approvals and consents. Seller may, as it is reasonable for an inducement to any landlord to provide such approval or consent, commit on behalf of ABPH (but not as a liability of Seller) to remodel the Seller to have done and as are necessary to procure or renew any Seller Consent premises which is the subject of such request; approval or consent in accordance with Seller's ABP2000 remodeling program; provided, that: (i) the remaining lease term for any such store (including all option terms available under such lease) continues until at least December 31, 2001; and (ii) notwithstanding such commitments shall not require the making remodeling of any such request, continue diligently to pursue more than twenty (20) stores in the grant or renewal of any Seller Consent which is the subject of such a request;aggregate. (iiib) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with With respect to the procurement or renewal of any those leases identified on Schedule 6.01, if, after a request made by Seller for consent to transfer such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request lease to ABPH in connection with the consummation of the transactions pursuant to this Agreement, the landlord for such lease does not provide such consent on or immediately prior to the Closing Date (or Seller reasonably determines that a request for such consent cannot be made without unduly risking a termination of such lease pursuant to any so-called "recapture" provision contained in such lease), Seller shall assign such lease to a designee of Buyer immediately prior to the Closing who shall become an Au Bon Pain franchisee pursuant to a franchise agreement in form and substance mutually satisfactory to Buyer and Seller’s (v) bear all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consentsno Lease Loss Adjustment shall be made with respect any such Leases.

Seller Consents. (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its efforts to procure or renew any Seller Consents that have it has (or its Contractors have) not been received after proper application therefor, provided, however, that, where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and assistance, information and/or documents as the Purchaser may reasonably request in connection with the Seller’s’s request; and (v) bear all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The To the extent material to the Seller’s rights or obligations under this Agreement, the Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents.

Seller Consents. (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its efforts to procure or renew any Seller Consents that have it has not been received after proper application therefor, provided, however, that, where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s’s request; and (v) bear all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The To the extent material to the Seller's rights or obligations under this Agreement, the Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents. (d) To the extent material to the Purchaser's rights or obligations under this Agreement, the Seller shall, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Seller Consents.

Seller Consents. To the extent that (ai) From any Purchased Asset is not capable of being conveyed, assigned or transferred without a Seller Consent, (ii) any Seller Consent is not obtained prior to the date of execution of this AgreementClosing, and (iii) and Buyer nevertheless determines to proceed with the Closing and waive, in one or more instances, the condition to Closing set forth in Section 9.2.3 above, Seller shallagrees to cooperate with Buyer to obtain such Seller Consent(s) following Closing. To the extent such Seller Consent(s) cannot be obtained, at its own cost and expensethis Agreement shall not constitute a conveyance, apply forassignment or transfer, procureor an attempted conveyance, diligently pursue and, following receipt, maintain (and, assignment or transfer thereof. In those cases where applicable, cause its Contractors to procure and maintainSeller Consent(s) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its efforts to procure or renew any Seller Consents that have not been received after proper application therefor, provided, however, that, where the Seller makes any such request obtained at or prior to Closing to the Purchasertransfer to Buyer of such Purchased Assets, this Agreement shall constitute an equitable assignment by Seller to Buyer of all of Seller’s rights, benefits, title and interest in and to such Purchased Assets, and where necessary or appropriate, Seller shall be deemed to be Buyer’s agent for the purpose of completing, fulfilling, and discharging all of Buyer’s rights and liabilities arising after the Closing Date with respect to such Purchased Assets. Seller shall: shall take all steps and actions reasonably necessary to provide Buyer with the benefit of such Purchased Assets (including, but not limited to: (i) prior enforcing any rights of Seller arising with respect to any such Purchased Assets (including, without limitation, the date right to terminate in accordance with the terms thereof upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure advice of Buyer) or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of permitting Buyer to enforce any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take rights arising with respect to the procurement such Purchased Assets) as if they had been sold, conveyed, assigned or renewal of any such transferred to Buyer. Buyer shall assume, indemnify and hold Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s (v) bear harmless against all reasonable out-of-pocket liabilities, obligations, costs and expenses reasonably incurred with respect to and which may arise out of actions taken by Buyer or by Seller at the Purchaser request of Buyer in relation order to provide Buyer with the benefits of such request from Purchased Assets or the Sellerreceipt, delivery or performance of any goods or services under any Assigned Contract comprising the Purchased Assets. (c) The Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents.

Seller Consents. (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall shall, upon its own discretion, take such actions as are reasonable and appropriate under the circumstances to assist the Seller or its Contractors, if applicableSeller, in its efforts to procure or renew any Seller Consents Consent that have it has (or its Contractors have) not been received after despite proper application therefor, provided, however, that, where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s’s request; and (v) bear bear, and remain, responsible for all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The To the extent material to the Seller’s rights or obligation under this Agreement, the Purchaser shall, in a timely fashion, at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser ConsentsConsents except for the consents mentioned above in Section 2.3 (b).

Seller Consents. ‌ (a) From the date of execution of this Agreement, the Seller shall, at its own cost and expense, apply for, procure, diligently pursue and, following receipt, maintain (and, where applicable, cause its Contractors to procure and maintain) all Seller Consents. (b) Upon receiving a written request from the Seller so to do, the Purchaser shall take such actions as are reasonable under the circumstances to assist the Seller or its Contractors, if applicable, in its their efforts to procure or renew any Seller Consents that have not been received after proper application therefor, ; provided, however, that, that where the Seller makes any such request to the Purchaser, the Seller shall: (i) prior to the date upon which its request to the Purchaser is submitted, have done all such things as it is reasonable for the Seller to have done and as are necessary to procure or renew any Seller Consent which is the subject of such request; (ii) notwithstanding the making of any such request, continue diligently to pursue the grant or renewal of any Seller Consent which is the subject of such a request; (iii) at the same time as it submits its request, disclose to the Purchaser the full details of the actions which the Seller has, prior to the date of the request, taken to procure or renew the Seller Consent and of the actions it is continuing to take with respect to the procurement or renewal of any such Seller Consent; (iv) provide the Purchaser with such assistance and information as the Purchaser may reasonably request in connection with the Seller’s’s request; and (v) bear be, and remain, responsible for all reasonable out-of-pocket costs and expenses reasonably incurred by the Purchaser in relation to such request from the Seller. (c) The Purchaser shall, in a timely fashion, manner and at its own cost and expense, procure, diligently pursue, and thereafter maintain all Purchaser Consents.