Common use of Certain Actions After the Closing Clause in Contracts

Certain Actions After the Closing. 9.1 The Purchaser to Act as Agent for the Sellers; Absence of Consents, Etc.. This Agreement shall not constitute an agreement to assign any claim, contract, license, lease, commitment, sales order or purchase order if any attempted assignment of the same without the consent of the other parties thereto would constitute a breach thereof or in any way affect the rights of the Sellers or the Purchaser thereunder. If such consent is not obtained or if any attempted assignment would be ineffective or would affect the Sellers' rights thereunder so that the Purchaser would not in fact receive all such rights, then the Purchaser shall act as the agent for the Sellers in order to obtain for the Purchaser the benefits thereunder and put the Purchaser in the same financial position had the assignment been made. Without limiting the generality of the foregoing, the Sellers shall use all commercially reasonable efforts to (i) obtain any such consent after the Closing Date until such time as the consent has been obtained, (ii) provide or cause to be provided to the Purchaser the benefits of any such agreement, lease, contract or other document or instrument for which consent or waiver has not been obtained, (iii) cooperate in any arrangement, reasonable and lawful as to the Sellers and the Purchaser, designed to provide such benefits to the Purchaser, (iv) enforce for the account of the Purchaser, at the Purchaser's sole expense, any rights of the Sellers arising from such agreement, lease, contract or other document or instrument for which consent has not been obtained against the other parties, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of the Purchaser, and (v) the Sellers shall pay, defend, indemnify and hold the Purchaser harmless from any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) suffered by the Purchaser as a result of any failure of the Sellers to obtain such consent whether before or after the Closing Date. The Purchaser shall use all commercially reasonable efforts to perform the obligations of the Sellers arising under such agreement, lease, contract or other document or instrument for which consent has not been obtained, to the extent that by reason of the transactions consummated pursuant to this Agreement, the Purchaser has control over the resources necessary to perform such obligations. Nothing in this Section 9.1 shall be deemed (i) a waiver by the Purchaser of its rights to have received on or before the Closing an effective assignment of all of the Purchased Contracts, (ii) a waiver by the Purchaser of its rights to have each condition to Closing set forth in Section 7.0 satisfied on the Closing Date or (iii) to constitute an agreement to exclude from the Purchased Assets any properties, assets or rights described under Section 1.1 or limit or affect the Sellers' representations, warranties and covenants in this Agreement.

Certain Actions After the Closing. 9.1 The Purchaser 8.1 ▇▇▇▇▇▇▇▇▇ Subsidiary to Act as Agent for the Sellers; Absence of Consents, Etc.. Company. This Agreement shall not constitute an agreement to assign any claim, contract, license, lease, commitment, sales order or purchase order contract right included among the Assets if any attempted assignment of the same without the consent of the other parties party thereto would constitute a breach thereof or in any way adversely affect the rights of the Sellers or the Purchaser Company thereunder. If such consent is not obtained or if any attempted assignment would be ineffective or would adversely affect the Sellers' Company's rights thereunder so that the Purchaser ▇▇▇▇▇▇▇▇▇ Subsidiary would not in fact receive all such rights, then the Purchaser ▇▇▇▇▇▇▇▇▇ Subsidiary shall act as the agent for the Sellers Company in order to obtain for the Purchaser ▇▇▇▇▇▇▇▇▇ Subsidiary the benefits thereunder and put to assume the Purchaser liabilities thereunder. Nothing herein shall be deemed to make ▇▇▇▇▇▇▇▇▇ Subsidiary the Company's agent in the same financial position had the assignment been made. Without limiting the generality respect of the foregoingExcluded Assets. 8.2 Delivery of Property Received by the Company or ▇▇▇▇▇▇▇▇▇ Subsidiary After Closing. From and after the Closing, ▇▇▇▇▇▇▇▇▇ Subsidiary shall have the Sellers right and authority to collect, for the account of ▇▇▇▇▇▇▇▇▇ Subsidiary, all assets which shall use all commercially reasonable efforts be transferred or are intended to (i) obtain be transferred to ▇▇▇▇▇▇▇▇▇ Subsidiary as part of the Assets as provided in this Agreement, and to endorse with the name of the Company any checks or drafts received on account of any such consent assets. The Company agrees that it will transfer or deliver to ▇▇▇▇▇▇▇▇▇ Subsidiary promptly after the receipt thereof, any cash or other property which the Company receives after the Closing Date until such time as the consent has been obtained, (ii) provide in respect of any assets transferred or cause intended to be provided transferred to ▇▇▇▇▇▇▇▇▇ Subsidiary as part of the Assets under this Agreement. In addition, ▇▇▇▇▇▇▇▇▇ Subsidiary agrees that it will transfer or deliver to the Purchaser the benefits of Company, promptly after receipt thereof, any such agreement, lease, contract cash or other document or instrument for property which consent or waiver has not been obtained, (iii) cooperate in any arrangement, reasonable and lawful as to the Sellers and the Purchaser, designed to provide such benefits to the Purchaser, (iv) enforce for the account of the Purchaser, at the Purchaser's sole expense, any rights of the Sellers arising from such agreement, lease, contract or other document or instrument for which consent has not been obtained against the other parties, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of the Purchaser, and (v) the Sellers shall pay, defend, indemnify and hold the Purchaser harmless from any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) suffered by the Purchaser as a result of any failure of the Sellers to obtain such consent whether before or ▇▇▇▇▇▇▇▇▇ Subsidiary receives after the Closing Date. The Purchaser shall use all commercially reasonable efforts Date in respect of any assets not transferred or intended to perform the obligations be transferred to ▇▇▇▇▇▇▇▇▇ Subsidiary as part of the Sellers arising Assets under such agreement, lease, contract or other document or instrument for which consent has not been obtained, to the extent that by reason of the transactions consummated pursuant to this Agreement, the Purchaser has control over the resources necessary to perform such obligations. Nothing in this Section 9.1 shall be deemed (i) a waiver by the Purchaser of its rights to have received on or before the Closing an effective assignment of all of the Purchased Contracts, (ii) a waiver by the Purchaser of its rights to have each condition to Closing set forth in Section 7.0 satisfied on the Closing Date or (iii) to constitute an agreement to exclude from the Purchased Assets any properties, assets or rights described under Section 1.1 or limit or affect the Sellers' representations, warranties and covenants in this Agreement.