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

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the Assets, including the furnishing of financial and other information specifically with respect to Purchaser or Seller, 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 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. Purchaser and Seller covenants covenant and agrees agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller Seller, to obtain all consents Required Consents and approvals necessary for the transfer or assignment to Purchaser of the Assetsgive all Required Notices, including the furnishing of financial and other information specifically with respect to Purchaser Purchaser, its Affiliates, or Seller, 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 of the Assets Assumed Contract 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 or thereof, 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 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 a salean agreement to sell, assignmentassign, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereofconvey such Assumed Contract; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in comply with Section 19.01(b18.01(b). Each of Purchaser and Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller use its best efforts to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed 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 assist Seller in obtaining such consents and approvals including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may beinformation, reasonably required by the person Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller use its best efforts to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed 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 cooperate with Seller and assist Seller in obtaining such consents and approvals including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may beinformation, reasonably required by the person Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller use its commercially reasonable efforts to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed 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 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 agrees to cooperate with Seller and assist Seller in obtaining such consents and approvals including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may beinformation, reasonably required by the person Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best commercially reasonable efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser Purchaser, Xxxxxxx and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller Seller, to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed Contracts, including the furnishing of financial and other information specifically with respect to Purchaser Purchaser, its affiliates, or Seller, 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 of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each to use its commercially reasonable efforts (best efforts in the case of them will reasonably cooperate with each other, leases for the El Campo MTSO Site and Purchaser will do all things reasonably necessary the Bernardo Cell Site) to assist Seller to obtain all obxxxx xxx consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed 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 SCHEDULE 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 agrees to cooperate with Seller and assist Seller in obtaining such consents and approvals including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may beinformation, reasonably required by the person Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best commercially reasonable efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Seller covenants and agrees to use its commercially reasonable efforts to obtain all consents and 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 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 Schedule 9.05(b). Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the Assets, including the furnishing of financial and other information specifically with respect to Purchaser or Seller, 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 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 "Interest" and collectively, the "InterestsINTERESTS"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller use its commercially reasonable efforts to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed 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 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 agrees to cooperate with Seller and assist Seller in obtaining such consents and approvals including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may beinformation, reasonably required by the person Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants Xxxxxx and agrees 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 Seller Seller, to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed Contracts, including the furnishing of financial and other information specifically with respect to Purchaser Xxxxxx, Purchaser, their affiliates, or SellerSellers, 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 of the Assets Assumed 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 "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 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 or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller Sellers shall use its their reasonable best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b18.01(b). Each of Purchaser and Seller Sellers shall use all reasonable efforts to consummate the transactions contemplated hereby.

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser Purchaser, Guarantor and Seller covenants Sellers covenant and agrees agree that each of them will reasonably cooperate with each other, and Purchaser and Guarantor will do all things reasonably necessary to assist Seller Sellers, to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the AssetsAssumed Contracts, including the furnishing of financial and other information specifically with respect to Purchaser Guarantor, Purchaser, their affiliates, or SellerSellers, 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 of the Assets Assumed 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 "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 or thereof, 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 conveyance, of any Assumed Contract would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereofof such Assumed Contract, or an attempted assignment, transfer or conveyance thereof; provided Seller Sellers shall use its their reasonable best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b17.01(b). Each of Purchaser and Seller Sellers shall use all reasonable efforts to consummate the transactions contemplated hereby.