Common use of Consents and Approvals of Third Parties Clause in Contracts

Consents and Approvals of Third Parties. In furtherance and not in limitation of Section 7.04(a), the Sellers and Purchaser shall cooperate with each other and shall use their respective commercially reasonable efforts to obtain the Third Party Consents (other than the Servicing Agreement Consents) and such other consents of third parties as are necessary to permit the sale, transfer, assignment and conveyance to Purchaser of the Purchased Assets; provided, however, that within five (5) Business Days following the date of the Original Asset Purchase Agreement, the Sellers shall provide the required notice to, and request the Third Party Consent of, the landlord of the Indianapolis Leased Real Property, in each case pursuant to the lease agreement with respect thereto. If such consent in respect of a Purchased Asset or an Assumed Liability is not obtained prior to the Applicable Closing or does not remain in full force and effect at the Applicable Closing, Purchaser and the Sellers will, to the extent necessary, use commercially reasonable efforts to enter into a mutually agreeable and lawful arrangement, including subcontracting, sublicensing or subleasing, under which Purchaser would obtain the benefit and assume the obligations in respect thereto from and after the Applicable Closing Date in accordance with this Agreement, and under which a Seller would enforce for the benefit of Purchaser any and all rights of Purchaser against a third party thereto, with Purchaser assuming the obligations to the same extent as if they would have constituted an Assumed Liability.

Consents and Approvals of Third Parties. In furtherance and not in limitation of Section 7.04(a), the Sellers and Purchaser shall cooperate with each other and shall use their respective commercially reasonable efforts to obtain the Third Party Consents (other than the Servicing Agreement Consents) and such other consents of third parties as are necessary to permit the sale, transfer, assignment and conveyance to Purchaser of the Purchased Assets; provided, however, that within five (5) Business Days following the date of the Original Asset Purchase Agreementhereof, the Sellers shall provide the required notice to, and request the Third Party Consent of, the landlord of the Indianapolis Leased Real Property, in each case pursuant to the lease agreement with respect thereto. If such consent in respect of a Purchased Asset or an Assumed Liability is not obtained prior to the Applicable Closing or does not remain in full force and effect at the Applicable Closing, Purchaser and the Sellers will, to the extent necessary, use commercially reasonable efforts to enter into a mutually agreeable and lawful arrangement, including subcontracting, sublicensing or subleasing, under which Purchaser would obtain the benefit and assume the obligations in respect thereto from and after the Applicable Closing Date in accordance with this Agreement, and under which a Seller would enforce for the benefit of Purchaser any and all rights of Purchaser against a third party thereto, with Purchaser assuming the obligations to the same extent as if they would have constituted an Assumed Liability.

Consents and Approvals of Third Parties. In furtherance and not in limitation of Section 7.04(a7.6(a), the Sellers and the Purchaser shall cooperate with each other and shall use their respective commercially reasonable best efforts to obtain the Third Party Consents (other than the Servicing Agreement Consents) and such other consents of third parties (for purposes of this Section 7.6(b), other than Governmental Entities) as are necessary to permit the sale, transfer, assignment and conveyance to the Purchaser of the Purchased Assets; provided, however, that within five (5) Business Days following Shares and the date consummation of the Original Transaction and the other transactions contemplated by the Transaction Documents (which, for the avoidance of doubt shall not include the Asset Purchase Agreement and the transactions contemplated by the Transaction Documents that are contemplated by the Asset Purchase Agreement, which are not also Transaction Documents within the Sellers shall provide the required notice to, and request the Third Party Consent of, the landlord meaning of the Indianapolis Leased Real Property, in each case pursuant to the lease agreement with respect theretothis Agreement). If any such consent in respect of a Purchased Asset or an Assumed Liability is not obtained prior to the Applicable Closing or does not remain in full force and effect at the Applicable Closing, the Purchaser and the Sellers will, to the extent necessary, use commercially reasonable efforts to enter into a mutually agreeable and lawful arrangement, including subcontracting, sublicensing or subleasing, under which the Purchaser or the applicable CMG Company would obtain the benefit and assume the obligations in respect thereto of the applicable Contract from and after the Applicable Closing Date in accordance with this Agreement, and under which a Seller the Sellers would enforce for the benefit of the Purchaser any and all rights of Purchaser the applicable CMG Company against a third party thereto, with Purchaser the applicable CMG Company assuming the obligations to the same extent as if they would have constituted an Assumed Liabilitythe Parties had obtained such consent. Each Party will bear and be responsible for the costs of its own personnel, counsel and other advisors associated with obtaining such consents.