Common use of FAILURE TO OBTAIN CONSENT Clause in Contracts

FAILURE TO OBTAIN CONSENT. Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Agreement, to the extent that the transfer to Buyer of any Assumed Contract or Permit that is an Acquired Asset requires any Governmental Authority or third-party authorizations, approvals, consents or waivers, and the Closing occurs without such authorization, approval, consent or waiver having been obtained, then neither this Agreement nor any other Transaction Agreement shall constitute a transfer of such Assumed Contract or Permit, or an attempt thereof. In the event that the Closing occurs without the transfer of such Assumed Contract or Permit, then, following the Closing, the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that, except as otherwise expressly provided herein or as otherwise expressly set forth in any Assumed Contract, the Concentra Entities, on the one hand, and Coventry and Buyer, on the other, shall not be required to pay any consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to Buyer the benefits of such Assumed Contract or Permit, that Buyer would have obtained had such Assumed Contract or Permit been transferred to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 7.7 of any such Assumed Contract or Permit, Buyer shall perform, for the benefit of Concentra and its Subsidiaries, the obligations of Concentra and its Subsidiaries thereunder and shall be responsible for any related Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such Assumed Contract or Permit to Buyer, would have become Assumed Liabilities of Buyer by virtue of Section 2.4. Once authorization, approval, consent or waiver for the transfer of any such Assumed Contract or Permit not transferred at the Closing is obtained, Concentra shall transfer (or cause an Affiliate to transfer) any such Assumed Contract or Permit to Buyer and Buyer shall assume obligations under such Assumed Contracts in accordance with Section 2.4. To the extent that any such Assumed Contract or Permit cannot be transferred following the Closing pursuant to this Section 7.7, then the Parties shall cooperate reasonably in an effort to find and enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the Parties the economic and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder. Concentra and its Subsidiaries shall hold in trust for, and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Concentra and its Subsidiaries in respect of Buyer’s performance of any such Assumed Contract in connection with the arrangements under this Section 7.7. This Section 7.7 shall in all cases be limited to the extent necessary so as not to result in a violation of applicable law.

FAILURE TO OBTAIN CONSENT. Notwithstanding anything to the contrary contained in this Agreement, the Assumption Agreement or any other Transaction Agreementthe ▇▇▇▇ of Sale, to the extent that the transfer to Buyer of any Assumed Contract or Permit that is an Acquired a Purchased Asset requires any Governmental Authority governmental or third-party authorizations, approvals, consents or waivers, and the Closing occurs without such authorization, approval, consent or waiver having been obtained, then neither this Agreement, the Assumption Agreement nor any other Transaction Agreement the ▇▇▇▇ of Sale shall constitute a transfer of such Assumed Contract or Permit, or an attempt thereof. In the event that the Closing occurs without the transfer of such Assumed Contract or PermitContract, then, following the Closing, the Parties parties shall use their commercially reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that, except as otherwise expressly provided herein or as otherwise expressly set forth in any Assumed Contract, the Concentra Entities, on the one hand, and Coventry and Buyer, on the other, that neither Seller nor Buyer shall not be required to pay any consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the Parties parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to Buyer the benefits of such Assumed Contract or Permit, that Buyer would have obtained had such Assumed Contract or Permit been transferred to Buyer at the Closing. To the extent that Buyer is provided the benefits pursuant to this Section 7.7 2.13 of any such Assumed Contract or PermitContract, Buyer shall perform, for the benefit of Concentra and its SubsidiariesSeller, the obligations of Concentra and its Subsidiaries Seller thereunder and shall be responsible for any related Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such Assumed Contract or Permit to Buyer, would have become Assumed Liabilities of Buyer by virtue of Section 2.42.3(a). Once authorization, approval, consent or waiver for the transfer of any such Assumed Contract or Permit not transferred at the Closing is obtained, Concentra Seller shall transfer (or cause an Affiliate to transfer) any such Assumed Contract or Permit to Buyer and Buyer shall assume obligations under such Assumed Contracts in accordance with Section 2.42.3(a). To the extent that any such Assumed Contract or Permit cannot be transferred following the Closing pursuant to this Section 7.72.13, then the Parties Buyer and Seller shall cooperate reasonably in an effort to find and enter into mutually agreeable arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the Parties parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the obligations thereunder. Concentra and its Subsidiaries Seller shall hold in trust for, and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Concentra and its Subsidiaries Seller in respect of Buyer’s performance of any such Assumed Contract in connection with the arrangements under this Section 7.72.13. This Section 7.7 2.13 shall in all cases be limited to the extent necessary so as not to result in a violation of applicable law.