Transferred Leased Real Property. Subject to the provisions of this Section 14.02, the Parties shall cooperate with each other and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the assignment of the leases for the Transferred Leased Real Property by Parent or the applicable Affiliated Transferor, as the case may be, to Spinco or Spinco Companies designated by Spinco and to enter into an Assignment and Assumption of Lease Agreement with respect to each lease for the Transferred Leased Real Property. The Parties shall cooperate with each other and use reasonable best efforts to obtain any consents or approvals required in connection with the assignment of the leases for the Transferred Leased Real Property from the Parent Companies to the Spinco Companies and, upon the election of Parent, to obtain from the applicable landlords or other third parties the full release of Parent Companies from all liabilities and obligations under the leases in respect of such Transferred Leased Real Property. If any landlord of any Transferred Leased Real Property is unwilling to release Parent or its Affiliated Transferor from all liabilities and obligations under the lease relating to such Transferred Leased Real Property, then (i) Spinco shall (A) indemnify the Parent Indemnified Parties against, and hold them harmless from, any and all Damages arising out of, resulting from or related to Spinco’s breach of or default of the lease for such Transferred Leased Real Property, or other failure to perform and discharge Spinco’s liabilities and obligations under such lease, and (B) at the option of Parent, post a letter of credit, standby letter of credit, guaranty or other Financial Support Arrangement reasonably acceptable to Parent in support of Spinco’s liabilities and obligations under such lease in an amount sufficient to reimburse Parent for any unpaid rent (including accelerated rent), fees, penalties or other amounts that may be assessed against Parent in the event of Spinco’s breach of or default of such lease or other failure to perform and discharge Spinco’s liabilities and obligations under such lease, and (ii) at the option of Parent, in lieu of assignment of the lease for such Transferred Leased Real Property, Parent or its applicable Affiliated Transferor and Spinco or another Spinco Company designated by Spinco shall execute and deliver a sublease agreement for the sublease by Spinco or such Spin...
Transferred Leased Real Property. (a) Purchaser and the Sellers shall cooperate and use reasonable best efforts to satisfy the Closing deliverables set forth in Section 2.7(c)(v). Promptly following the date of this Agreement, Sellers shall introduce Purchaser to the landlords under the Leases for the Andover Leased Real Property, Limerick Leased Real Property and Guangzhou Leased Real Property to facilitate discussions regarding entering into Occupancy Agreements with respect thereto or entering into new leases with such landlords as described in this Section 6.10(a). From the date hereof and following the Closing, Purchaser agrees to negotiate in good faith with the Other Purchaser and the applicable landlords, with respect to any portions of the Andover Leased Real Property and such properties that the Other Purchaser desires to occupy, including for the purpose of entering into Occupancy Agreements that provide both parties with access to the space they desire or entering into new leases with the applicable landlords providing both Purchaser and the Other Purchaser with space at each such location.
Transferred Leased Real Property. (a) . Purchaser and the Sellers shall cooperate and use reasonable best efforts to satisfy the Closing deliverables set forth in Section 2.7(c)(v). Promptly following the date of this Agreement, Sellers shall introduce Purchaser to the landlords under the Leases for the Andover Leased Real Property, Limerick Leased Real Property and Guangzhou Leased Real Property to facilitate discussions regarding assigning the applicable Leases or entering into Occupancy Agreements with respect thereto. Xxxxxxxxx also agrees to negotiate in good faith with the Other Purchaser with respect to any portions of such properties that the Other Purchaser desires to occupy, including entering into Occupancy Agreements that provide both parties with access to the space they desire and/or entering into new leases with the landlords providing both Purchaser and the Other Purchaser with space at each such location. The Sellers agree to use reasonable best efforts to obtain with respect to the Andover Leased Real Property, Limerick Leased Real Property and Guangzhou Leased Real Property an estoppel certificate (or similar foreign equivalent) from each landlord under each respective Lease, dated no more than thirty (30) days prior to the Closing Date, confirming there are no active or pending defaults under such Lease and certifying that the form of such Lease provided to Purchaser hereunder is true, correct and complete.
