Common use of If Waivers or Consents Cannot Be Obtained Clause in Contracts

If Waivers or Consents Cannot Be Obtained. To the extent that the Material Consents are not obtained by Seller, (i) Seller and Parent shall use their best efforts to (x) provide or cause to be provided to Purchaser the benefits of any license or approval and of any contract, license or other agreement referred to in Section 1.2(a), (y) cooperate in any arrangement, reasonable and lawful as to Seller and Purchaser, designed to provide such benefits to Purchaser and (z) enforce for the account and at the expense of Seller any rights of Seller arising from the licenses, approvals, contracts and other agreements referred to in Section 1.2(a) against such issuer or the other party or parties referred to therein, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser, and (ii) Purchaser shall use reasonable efforts to perform the obligations of Seller arising under such licenses, approvals, contracts and other agreements, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Purchaser has control over the resources necessary to perform such obligations; provided however, that nothing in this Section 1.2(c) shall constitute a waiver of the fulfillment of any condition to the obligations of the parties as set forth in Article VII.

If Waivers or Consents Cannot Be Obtained. To the extent that the Material Consents are not obtained by Seller, (i) Seller and Parent shall use their its best efforts to (x) provide or cause to be provided to Purchaser the benefits of any license or approval and of any contract, license or other agreement referred to in Section 1.2(a), (y) cooperate in any arrangement, reasonable and lawful as to Seller and Purchaser, designed to provide such benefits to Purchaser and (z) enforce for the account and at the expense of Seller any rights of Seller arising from the licenses, approvals, contracts and other agreements referred to in Section 1.2(a) against such issuer or the other party or parties referred to therein, including, without limitation, the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser, and (ii) Purchaser shall use reasonable efforts to perform the obligations of Seller arising under such licenses, approvals, contracts and other agreements, to the extent that, by reason of the transactions consummated pursuant to this Agreement, Purchaser has control over the resources necessary to perform such obligations; provided however, that nothing in this Section 1.2(c) shall constitute a waiver of the fulfillment of any condition to the obligations of the parties as set forth in Article VII.