Restricted Material Contracts definition
Examples of Restricted Material Contracts in a sentence
Following the Closing, the parties shall use their Best Efforts (hereinafter defined) (other than that Seller and Buyer shall have no obligation to offer or pay any consideration in order to obtain any such Material Consents) and cooperate with each other to obtain the Material Consents relating to the Restricted Material Contracts as quickly as practicable.
Pending the obtainment of such Material Consents relating to the Restricted Material Contracts, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of each Restricted Material Contract for the term of such agreement (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder).
If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the "Restricted Material Contracts"), Buyer may waive the closing conditions as to any such Material Consent.
Buyer agrees to reimburse Sellers for all out of pocket expenses actually incurred by Sellers after the Closing Date to the extent such expenses are incurred in connection with providing Buyer the benefits of the Restricted Material Contracts after the Closing Date.
In the event Buyer has waived or waives the closing conditions as to any such Material Consent, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable, and pending the obtaining of such Material Consents relating to any Restricted Material Contract the Buyer agrees to indemnify and hold Seller harmless from any and all claims made by any party to the Restricted Material Contracts.