Common use of Third Party Approvals and Permits Clause in Contracts

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. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.045.05, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates Subsidiaries to, use commercially reasonable best 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 require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable AssetsContract”), and (ii) provide all notices and otherwise take all reasonable actions (the “Permit Actions”) necessary to transfer any transferable Permits or transfer, 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 this Agreement (each, a “Transferred Permit”). In connection with the Transaction Documents foregoing, Buyer shall indemnify and that are material hold Parent, the Sellers and their respective Affiliates (other than the Business Entities) harmless from and against any and all Liabilities based upon, arising out of or relating to the operation of performance of, or failure to perform, in each case, following the Businesses Closing, any obligations under the Non-Assignable Contracts or the Retained Businesses, as applicableTransferred Permits. To the extent that any Third Party Approval or Permit Approval Action has not been obtained or taken, as applicable, prior to the Relevant Closing DateClosing, for up to twelve one hundred eighty (12180) months days after the Relevant Closing Date, each of Sapphire and Buyer shall, and Party shall cause each of its respective Affiliates to, use its commercially reasonable best efforts efforts, at the other Party’s request, to endeavor to obtain such Third Party Approval or take such Permit ApprovalAction. Notwithstanding the foregoing, no neither Party shall be required to incur any Liabilities to the third parties that are party to the Non-Assignable Contracts or provide any financial accommodation accommodation, in order to obtain any such Third Party Approval or take such Permit Approval. Upon obtaining Action with respect to the transfer or assignment of any such requisite Third Party Approval, the relevant Non-Assignable Asset Contract or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or issuance of any of its Affiliates)such Transferred Permit.

Third Party Approvals and Permits. (a) Except with respect to the Mandatory Regulatory Approvals which are addressed in Section 5.035.05, and the Shared Contracts Business Employee Approvals which are addressed in Section 5.04ARTICLE VII, subject to the terms and conditions of this Agreement, prior to the Relevant Closingearlier of (a) the completion of the Reorganization and all closings pursuant to Section 2.07 and Section 2.09 and (b) the termination of this Agreement in accordance with its terms, each Party shall, and shall cause its respective Affiliates Subsidiaries to, use commercially reasonable best efforts to obtain all (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”, necessary to consummate the sale, purchase and assumption of the Transferred Interests, the Transferred Assets or the Assumed Liabilities, in each case as contemplated by this Agreement, (ii) Third Party Approvals necessary to transfer and assign the Non-Assignable Assetsrights under Contracts that constitute Transferred Assets or Assumed Liabilities or to which any Transferred Entity is a party, and (iiiii) provide all notices and otherwise take all reasonable actions Third Party Approvals necessary to transfer any transferable Permits or transfer, 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 sale, purchase and that are material to the operation assumption of the Businesses Transferred Interests, the JV Interests, the Transferred Assets 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 ApprovalAssumed Liabilities. Notwithstanding the foregoing, no Party neither Seller nor any of its Subsidiaries shall be required to incur any Liabilities or provide any non-de minimis financial accommodation 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).