Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.04, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the Non-Assignable Assets, and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents and that are material to the operation of the Businesses or the Retained Businesses, as applicable. To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its Affiliates).
Third Party Approvals and Permits. (f) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.05, subject to the terms and conditions of this Agreement, prior to the Closing, each Party shall, and shall cause its respective Subsidiaries to, use commercially reasonable efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the rights under Contracts that are material to the operation of the Business that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable Contract”), and (ii) provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement and that are material to the operation of the Business. To the extent that any Third Party Approval or Permit has not been obtained prior to Closing, for up to ninety (90) days after the Closing Date, each Party shall use its commercially reasonable efforts, at the other Party’s request, to endeavor to obtain such Third Party Approval or Permit. Notwithstanding the foregoing, neither Party shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such Third Party Approval or Permit with respect to the transfer or assignment of any such Non-Assignable Contract or the issuance of any such Permit.
Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals that are addressed in Section 7.2 and the Leases that are addressed in Section 7.10, subject to the terms and conditions of this Agreement, prior to the Closing, each Party will, and will cause its respective Affiliates to, use commercially reasonable efforts to, obtain the consents, waivers, approvals, and authorizations set forth on Schedule 7.3(a) (the “Third Party Approvals”) necessary to transfer and assign the rights under Material Contracts that are material to the operation of the SBBC System that require any such consent, waiver, approval, or authorization (each, a “Non-Assignable Contract”).
Third Party Approvals and Permits. Except as may be determined in accordance with Article IX as a result of a breach of the representations and warranties set forth in in this Agreement, Buyer agrees that the GNC Parties shall not have any Liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consents or waivers that may be required in connection with the transactions contemplated by this Agreement and the other Transaction Documents. After the Initial Closing, the GNC Parties shall cooperate with Buyer in obtaining any consents or waivers that may not have been obtained as of the Initial Closing; provided, however, that such cooperation shall not include any requirement of the GNC Parties to expend money, commence, defend or participate in any Action, offer or grant any accommodation (financial or otherwise) to any third Person, or suffer the loss of any right or benefit.
Third Party Approvals and Permits. Except with respect to Consents which are addressed in Section 8.01, subject to the terms and conditions of this Agreement, prior to the Closing, (a) each of the parties hereto shall, and shall cause its respective controlled Affiliates to, use its commercially reasonable efforts to obtain, as promptly as practicable, all Consents required to be obtained from any third party that are necessary to consummate the Transactions and (b) Arena shall use commercially reasonable efforts to obtain, as promptly as practicable, the Arena Credit Agreement Consents and the Arena Note Purchase Agreement Consents (including to extend the deadline for completing the Approved SI Deal (as defined in the Arena Note Purchase Agreement) from December 31, 2023 to the Closing Date). Notwithstanding anything to the contrary contained in this Agreement, neither party shall, without the prior written consent of the other party, pay any fee or grant or offer to grant any accommodation or concession (financial or otherwise) to any such third party in connection with seeking or obtaining its Consent to the Transactions. 66
Third Party Approvals and Permits. Except with respect to Regulatory Approvals which are addressed in Section 5.03, subject to the terms and conditions of this Agreement, prior to the Closing, each Party shall, and shall cause its respective Subsidiaries to, cooperate with the other Party and use commercially reasonable efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the rights under any Material Contract that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable Contract”) and (ii) provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement and that are material to the Company and the Company Subsidiaries. Notwithstanding the foregoing, none of Seller, the Company or any Company Subsidiary shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit with respect to the transfer or assignment of any such Non-Assignable Contract or the issuance of any such Permit. Notwithstanding anything to the contrary contained herein, each Party acknowledges and agrees that the successful procurement of any Third Party Approval with respect to any Non-Assignable Contract pursuant to this Section 5.05 is not a condition to any Party’s obligation to effect the Closing.
Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals that are addressed in Section 7.2, and the Shared Contracts, Leases, and Lease Transfer Agreements that are addressed in Section 7.13, subject to the terms and conditions of this Agreement, prior to the Closing, each Party will, and will cause its respective Affiliates to, use commercially reasonable efforts to, (i) obtain the consents, waivers, approvals, Orders and authorizations set forth on Schedule 7.3(a) (the “Third Party Approvals”) necessary to transfer and assign the rights under Material Contracts that are material to the operation of the System that require any such consent, waiver, approval, Order or authorization (each, a “Non-Assignable Contract”), and (ii) provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement and that are necessary for the operation of the System.
