Common use of THIRD PARTY CONSENTS; CLOSING CONDITIONS Clause in Contracts

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. Purchaser and each Seller covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTEREST" and collectively, the "INTERESTS"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, or attempted assignment, transfer or conveyance, of such Assumed Contract would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sell, assign, transfer or convey such Assumed Contract; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. of Purchaser and each Seller covenant covenants and agree agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellers, Seller to obtain all Required Consents consents and give all Required Noticesapprovals necessary for the transfer or assignment to Purchaser of the Assets, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, Purchaser or SellersSeller, as the case may be, reasonably required by the Person person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract of the Assets to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 18.01(b19.01(b). Each of Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article XI hereof and Seller in Article X hereof and the Sellers in Article XI hereof prior to the Primary Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use commercially reasonable its best efforts to obtain all Required Consents consents and give all Required Notices approvals necessary for the transfer or assignment to Purchaser of the Assumed Contracts. In addition, with respect to each real property lease identified on SCHEDULE 2.01(d), Seller agrees that the instrument whereby Seller requests the consent, estoppel and waiver of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as promptly as practicableSCHEDULE 9.03 and that Seller shall use its best efforts to obtain each such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. Purchaser covenants and each Seller covenant and agree that each of them will reasonably agrees to cooperate with each other, Seller and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents Seller in obtaining such consents and give all Required Notices, approvals including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may beinformation, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable its best efforts to consummate provide Purchaser the transactions contemplated herebybenefits of any such Interest as provided in Section 17.01(b). (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Primary Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use its best efforts to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the Assumed Contracts. In addition, with respect to each real property lease identified on SCHEDULE 2.01(d), Seller agrees that the instrument whereby Seller requests the consent, estoppel and waiver of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as SCHEDULE 9.03 and that Seller shall use its best efforts to obtain each such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. Purchaser covenants and agrees to use commercially reasonable efforts to obtain all Required Consents assist Seller in obtaining such consents and give all Required Notices as promptly as practicable. Purchaser and each Seller covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents and give all Required Notices, approvals including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may beinformation, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable its best efforts to consummate provide Purchaser the transactions contemplated herebybenefits of any such Interest as provided in Section 17.01(b). (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use its commercially reasonable efforts to obtain all Required Consents consents and give all Required Notices approvals necessary for the transfer or assignment to Purchaser of the Assumed Contracts. In addition, with respect to each real property lease identified on SCHEDULE 2.01(d), Seller agrees that the instrument whereby Seller requests the consent, estoppel and waiver of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as promptly as practicableSCHEDULE 9.03 and that Seller shall use its commercially reasonable efforts to obtain each such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. Purchaser covenants and each Seller covenant and agree that each of them will reasonably agrees to cooperate with each other, Seller and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents Seller in obtaining such consents and give all Required Notices, approvals including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may beinformation, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable its best efforts to consummate provide Purchaser the transactions contemplated herebybenefits of any such Interest as provided in Section 17.01(b). (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. Purchaser and each Seller covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist SellersSeller, to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or SellersSeller, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTEREST" and collectively, the "INTERESTS"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, or attempted assignment, transfer or conveyance, of such Assumed Contract would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sell, assign, transfer or convey such Assumed Contract; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents DCS and give all Required Notices as promptly as practicable. Purchaser and each Seller AWS covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellersthe other, to obtain all Required Alaska Consents and Required California Consents, as the case may be, and give all Required Alaska Notices and Required California Notices, as the case may be, as promptly as practicable, including the furnishing of financial and other information specifically with respect to Purchaser, it or its Affiliates, or Sellers, as the case may be, Affiliates reasonably required by the Person person or Governmental Authority whose consent or approval is being sought. . (b) Notwithstanding the foregoingprovisions of subsection (a) above, to the extent that any Assumed Alaska Contract to be sold, assigned, transferred or conveyed to PurchaserDCS, or any Assumed California Contract to be sold, assigned, transferred or conveyed to AWS, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTEREST" and collectively, the "INTERESTS")therefrom, is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, the other party thereto, or any third Person person (including a government or governmental unitGovernmental Authority), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, or attempted assignment, transfer or conveyance, of such Assumed Alaska Contract or Assumed California Contract, as the case may be, would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sell, assign, transfer or convey such Assumed Alaska Contract or Assumed California Contract, as the case may be; provided each Seller of DCS and AWS shall comply with Section 18.01(b). Purchaser 18.1. (c) DCS and each Seller AWS shall use all commercially reasonable best efforts to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, DCS and AWS shall cause their respective Affiliates to take the actions contemplated to be taken by them pursuant to this Agreement. (bd) Purchaser DCS and each Seller AWS hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, prior to the Closing Date, the closing conditions applicable to the Purchaser DCS in Article X hereof 10 and to AWS in Article 11. (e) DCS and AWS hereby covenant and agree that they shall agree, prior to issuance to any third party, upon the forms used to (i) obtain the Required Alaska Consents, the Required California Consents, the FCC consent to the transfer of the Alaska FCC Authorizations and the Sellers in Article XI hereof prior California FCC Authorizations, and the approvals required under the HSR Act, and (ii) issue the Required Alaska Notices and the Required California Notices. (f) DCS and AWS hereby covenant and agree that neither of them will, and that each of them will cause their respective Affiliates not to, accept or agree to any modifications or amendments to, or the imposition of any condition to the Closing Datetransfer of, any of the Assumed Alaska Contracts or Assumed California Contracts, or (except in the ordinary course of business in compliance with applicable FCC Laws) any of the FCC Authorizations included in any of the Alaska Assets or the California Assets, that are not acceptable to the other party hereto.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser, Xxxxxxx and Seller will use commercially reasonable efforts to obtain all Required Consents covenants and give all Required Notices as promptly as practicable. Purchaser and each Seller covenant and agree agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist SellersSeller, to obtain all Required Consents consents and give all Required Noticesapprovals necessary for the transfer or assignment to Purchaser of the Assumed Contracts, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliatesaffiliates, or SellersSeller, as the case may be, reasonably required by the Person person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 18.01(b19.01(b). Each of Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser Purchaser, Xxxxxxx and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X XII hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. Purchaser and each Seller Xxxxxx and Sellers covenant and agree that each of them will reasonably cooperate with each other, and Purchaser and Xxxxxx will do all things reasonably necessary to assist SellersSeller, to obtain all Required Consents consents and give all Required Noticesapprovals necessary for the transfer or assignment to Purchaser of the Assumed Contracts, including the furnishing of financial and other information specifically with respect to Xxxxxx, Purchaser, its Affiliatestheir affiliates, or Sellers, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller Sellers shall comply with use their reasonable best efforts to provide Purchaser the benefits of any such Interest as provided in Section 18.01(b). Purchaser and each Seller Sellers shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller Sellers hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use its commercially reasonable efforts to obtain all Required Consents consents and give all Required Notices approvals necessary for the transfer or assignment to Purchaser of the Assumed Contracts. In addition, with respect to each real property lease identified on SCHEDULE 2.01(d), Seller agrees that the instrument whereby Seller requests the consent, estoppel and waiver of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as promptly as practicableSCHEDULE 9.03 and that Seller shall use its commercially reasonable efforts to obtain each such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. Purchaser covenants and each Seller covenant and agree that each of them will reasonably agrees to cooperate with each other, Seller and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents Seller in obtaining such consents and give all Required Notices, approvals including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may beinformation, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all its commercially reasonable efforts to consummate provide Purchaser the transactions contemplated herebybenefits of any such Interest as provided in Section 17.01(b). (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use its commercially reasonable efforts (best efforts in the case of leases for the El Campo MTSO Site and the Bernardo Cell Site) to obtain all Required Consents obxxxx xxx consents and give all Required Notices approvals necessary for the transfer or assignment to Purchaser of the Assumed Contracts. In addition, with respect to each real property lease identified on SCHEDULE 2.01(D), Seller agrees that the instrument whereby Seller requests the consent of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as promptly as practicableSCHEDULE 9.03 and that Seller shall use its commercially reasonable efforts (best efforts in the case of leases for the El Campo MTSO Site and the Bernardo Cell Site) to obxxxx xxxh such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. Purchaser covenants and each Seller covenant and agree that each of them will reasonably agrees to cooperate with each other, Seller and Purchaser will do all things reasonably necessary to assist Sellers, to obtain all Required Consents Seller in obtaining such consents and give all Required Notices, approvals including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Sellers, as the case may beinformation, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(A) OR 2.01(D) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all its commercially reasonable efforts to consummate provide Purchaser the transactions contemplated herebybenefits of any such Interest as provided in Section 17.01(b). (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date. Purchaser further covenants and agrees to perform all of its obligations under the Purchase and Sale Agreement between Seller and Leong in accordance with xxx xubject to the terms and conditions thereof.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will covenants and agrees to use its commercially reasonable efforts to obtain all Required Consents consents and give all Required Notices approvals necessary for the transfer or assignment to Purchaser of the Assets. In addition, with respect to each real property lease identified on SCHEDULE 2.01(d), Seller agrees that the instrument whereby Seller requests the consent of the lessor thereunder to the assignment of such lease to such Purchaser shall be substantially in the form of the letter attached hereto as promptly SCHEDULE 9.05 (a) and that Seller shall use its commercially reasonable efforts to obtain each such lessor's consent to such assignment by having each such lessor countersign such letter in the space provided. In addition, Seller shall use its commercially reasonable best efforts to obtain from lessors under real property leases with remaining terms in excess of one (1) year the form of Landlord Consent and Estoppel Certificate attached as practicableSchedule 9.05(b). Each of Purchaser and each Seller covenant covenants and agree agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellers, Seller to obtain all Required Consents consents and give all Required Noticesapprovals necessary for the transfer or assignment to Purchaser of the Assets, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, Purchaser or SellersSeller, as the case may be, reasonably required by the Person person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract of the Assets to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTS"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, thereof or the other party thereto, or any third Person person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, conveyance or attempted assignment, transfer or conveyance, of such Assumed Contract conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey such Assumed Contractconveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided each Seller shall comply with use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 18.01(b19.01(b). Each of Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article XI hereof and Seller in Article X hereof and the Sellers in Article XI hereof prior to the Primary Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicablepracticable in form and substance acceptable to Buyer, including, in its capacity as manager for the business affairs of MIDC, any Required Consents or Required Notices to which MIDC is a party. Purchaser Seller shall submit the form of each Required Consent and each Required Notice to Buyer for approval prior to delivering of any such request or notice to any Person, and shall not deviate from the form approved by Buyer without Buyer's prior consent which shall not be unreasonably withheld. Buyer and Seller covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Sellers, other to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to PurchaserBuyer, its Affiliates, or SellersSeller or MIDC, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding Buyer and Seller agree as soon as reasonably practicable to prepare, file and diligently prosecute any applications seeking all other necessary approvals for the foregoing, to the extent that any Assumed Contract to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTEREST" and collectively, the "INTERESTS"), is not capable consummation of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, or attempted assignment, transfer or conveyance, of such Assumed Contract would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sell, assign, transfer or convey such Assumed Contract; provided each Seller shall comply with Section 18.01(b). Purchaser and each Seller shall use all commercially reasonable efforts to consummate the transactions contemplated herebyby this Agreement from any applicable Governmental Authorities. (b) Purchaser Except to the extent this Agreement provides for a different standard, Buyer and each Seller hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser Buyer in Article X hereof and the Sellers Seller in Article XI hereof prior to the Closing Date.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each Seller will use commercially reasonable efforts to obtain all Required Consents Purchaser, Guarantor and give all Required Notices as promptly as practicable. Purchaser and each Seller Sellers covenant and agree that each of them will reasonably cooperate with each other, and Purchaser and Guarantor will do all things reasonably necessary to assist Sellers, to obtain all Required Consents consents and give all Required Noticesapprovals necessary for the transfer or assignment to Purchaser of the Assumed Contracts, including the furnishing of financial and other information specifically with respect to Guarantor, Purchaser, its Affiliatestheir affiliates, or Sellers, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Assumed Contract Contracts listed on SCHEDULE 2.01(a) to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "INTERESTInterest" and collectively, the "INTERESTSInterests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof, the other party thereto, or any third Person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance, or attempted assignment, transfer or conveyance, of such any Assumed Contract would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute an agreement to sella sale, assignassignment, transfer or convey conveyance of such Assumed Contract, or an attempted assignment, transfer or conveyance thereof; provided each Seller Sellers shall comply with use their reasonable best efforts to provide Purchaser the benefits of any such Interest as provided in Section 18.01(b17.01(b). Purchaser and each Seller Sellers shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. (b) Purchaser and each Seller Sellers hereby covenant and agree to use all commercially reasonable efforts to satisfy, or assist the other party in satisfying, the closing conditions applicable to the Purchaser in Article X hereof and the Sellers in Article XI hereof prior to the Closing Date.