Common use of Material Consents Clause in Contracts

Material Consents. With respect to the Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or (ii) in respect of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the “Consent Items”): (a) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable efforts to obtain, prior to the Closing, all Third Party Consents necessary to authorize, approve or permit the sale, assignment, transfer or continuation of such Consent Items (the “Material Consents”) to or with the Buyers (including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit of the Buyers (or the Business), provided that: (i) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and upon Buyers' prior written consent, which shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably assist and cooperate in good faith with the Sellers’ Group to obtain the Material Consents or novations by providing any information or otherwise taking any actions which the Sellers’ Group may reasonably request; and (iii) the Sellers’ Group shall not be required to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and shall not accept any change to any contracts or other assets in order to obtain a Material Consent or novation without the prior written consent of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group shall: (i) continue to use commercially reasonable efforts (on the basis described above) to obtain such Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that no Seller shall be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available automatic renewal option), and (z) the termination by the DAC11719918 relevant third party of the respective Consent Item.

Material Consents. With respect (a) To the extent any Material Consent (including any Closing Consent) is not delivered to Buyer prior to Closing, and Buyer agrees to proceed to close the Contracts Contemplated Transactions, neither this Agreement nor any ▇▇▇▇ of sale, assignment and assets listed assumption agreement or other transaction document will constitute a contract to assign the same if an attempted assignment would: (i) constitute a Breach thereof; (ii) create rights in Schedule 1.5.2 others not desired by Buyer; or (which are iii) create rights in third parties against Seller, an Acquired Company or Buyer. (b) Pending the receipt of any such Material Consent, (i) Seller or an Acquired Company (as applicable) shall hold any such non-assigned Acquired Assets, Assumed Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable ItemsApplicable Contracts, or (ii) in respect Governmental Authorizations and other Assumed Liabilities for the benefit of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the “Consent Items”): (a) the Sellers shall (and at the Sellers' cost risk of Buyer and expense) use their commercially agrees to cooperate with Buyer in any lawful and reasonable efforts arrangements designed to obtainprovide that Buyer shall receive the benefits of Seller’s interest under any such Acquired Asset, Assumed Contract, Governmental Authorization or Assumed Liability, including performance by Seller, as agent, provided that Buyer shall undertake to pay or perform the corresponding liabilities for the enjoyment of such benefits to the extent that Buyer would have been responsible therefor hereunder if such Material Consent had been obtained prior to the Closing, all Third Party (ii) Seller shall otherwise use its commercially reasonable efforts to (A) obtain or assist Buyer in obtaining any Material Consents necessary not obtained by Seller prior to authorizethe Closing Date; and (B) enforce at the request of Buyer any rights of Seller or Buyer (whether direct or indirect) arising from any such Acquired Asset, approve Assumed Contract, Governmental Authorization or permit Assumed Liability, including the saleright to terminate any such Acquired Asset, assignmentAssumed Contract, transfer Governmental Authorization or continuation of such Consent Items (the “Material Consents”) to or Assumed Liability in accordance with the Buyers terms thereof upon the request of Buyer provided that Buyer pays or performs any corresponding liabilities, (including for the purposes hereof at the Buyers' sole discretion, the Businessiii) or to otherwise novate such Consent Items for the benefit of the Buyers (or the Business), provided that: (i) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable Buyer shall reasonably cooperate with Seller and upon Buyers' prior written consent, which shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties information as may be reasonably required; (ii) Buyers shall reasonably assist and cooperate in good faith with the Sellers’ Group requested by Seller or a Third Party to obtain the Material Consents or novations by providing any information Consents, (iv) neither party shall renew, extend, terminate, decrease, dispose of or otherwise taking modify the size, scope or terms of any actions which such non-assigned Acquired Asset, Assumed Contract, Governmental Authorization or Assumed Liability without the Sellers’ Group may reasonably request; and (iii) other party’s prior consent before receipt of the Sellers’ Group shall not be required to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain related Material Consent. Upon receipt of a Material Consent or novation and shall not accept any change to any contracts Consent, the subject Acquired Asset, Assumed Contract, Governmental Authorization or other assets in order Assumed Liability shall be deemed transferred and assigned to obtain a Material Consent or novation without the prior written consent Buyer effective as of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group shall: (i) continue to use commercially reasonable efforts (on the basis described above) to obtain such Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that no Seller shall be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available automatic renewal option), and (z) the termination by the DAC11719918 relevant third party of the respective Consent Item.

Material Consents. With respect to the Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) If any Material Consents have not yet been obtained (or otherwise are not in full force and effect) as of Closing, in the case of each Material GS Contract as to which such Material Consents were not obtained (or otherwise are Non-Assignable Itemsnot in full force and effect) (the “Restricted Material GS Contracts”), Buyer shall either: (A) continue the effort to obtain the Consents; or (B) elect to have Sellers retain that Restricted Material GS Contract and all Liabilities arising therefrom or (ii) relating thereto. If Buyer elects to continue efforts to obtain any Material Consents, neither this Agreement nor any Transaction Documents will constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of any Restricted Material GS Contract, and following Closing, Buyer shall use Best Efforts to obtain the Material Consents as quickly as practicable. Seller agrees to cooperate with Buyer in respect obtaining the Material Consents. Until a Material Consent for any Restricted Material GS Contract is obtained, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of which the consummation use of the transactions contemplated hereby would violate Restricted Material GS Contract for its term (or result in the breach any right or termination thereof, constitute a default or an event of default DAC11719918 benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of any Seller against a Third Person under that Restricted Material GS Contract). No Seller will take any action or result suffer any omission which would limit or restrict or terminate in an accelerationany material respect the benefits to Buyer of any Restricted Material GS Contract unless, terminationin good faith and after consultation with and prior written Notice to Buyer, suspension that Seller is ordered orally or modification thereof (collectivelyin writing to do so by a Governmental Authority of competent jurisdiction or that Seller is otherwise required to do so by Law; provided that if any such order is appealable, the “Consent Items”): (a) the Sellers shall (that Seller will, at the Sellers' Buyer’s cost and expense) use their commercially reasonable efforts , take any actions that Buyer requests to obtain, prior file and pursue that appeal and to the Closing, all Third Party Consents necessary to authorize, approve or permit obtain a stay of that order. Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material GS Contract is obtained, Sellers shall promptly assign, transfer, convey and deliver that Restricted Material GS Contract to Buyer, and Buyer shall assume the Liabilities under that Restricted Material GS Contract assigned to Buyer from and after the date of assignment to Buyer by execution and delivery of an instrument of conveyance reasonably satisfactory to Buyer within three Business Days following receipt of that Material Consent. (ii) If there are any Consents necessary for the assignment and transfer or continuation to Buyer of such Consent Items any contractual Assets not listed on §1(e) of the Disclosure Schedule (the “Non-Material Consents”) to which have not yet been obtained (or with otherwise are not in full force and effect) as of Closing, Buyer shall elect at Closing, in the Buyers (including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit case of each of the Buyers contracts as to which such Non-Material Consents were not obtained (or otherwise are not in full force and effect) (the Business“Restricted Non-Material GS Contracts”), provided thatwhether to: (iA) accept the assignment of such Restricted Non-Material GS Contract, in soliciting the which case, as between Buyer and Sellers, such Restricted Non-Material Consents or novations, the Sellers’ Group GS Contract shall, as applicable and upon Buyers' prior written consent, which shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably assist maximum extent practicable and cooperate in good faith with notwithstanding the Sellers’ Group failure to obtain the Material Consents or novations by providing any information or otherwise taking any actions which the Sellers’ Group may reasonably request; and (iii) the Sellers’ Group shall not be required to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and shall not accept any change to any contracts or other assets in order to obtain a Material Consent or novation without the prior written consent of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group shall: (i) continue to use commercially reasonable efforts (on the basis described above) to obtain such Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Non-Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item be transferred at the earliest date permitted under such Consent Item subject to reasonable notice Closing pursuant to the Buyersapplicable Assignment of Contracts as elsewhere provided under this Agreement; or (B) reject the assignment of such Restricted Non-Material GS Contract, but in no event earlier than three which case: (31) months after neither this Agreement nor the Closing Dateapplicable Gathering System Contracts Assignment nor any other Transaction Document will constitute a sale, (y) the date assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of expiration of the relevant Consent Item (provided that no Seller shall be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available automatic renewal option), such Restricted Non-Material GS Contract; and (z2) the termination by the DAC11719918 relevant third party of the respective Consent ItemSellers shall retain such Restricted Non-Material GS Contract and all Liabilities arising therefrom or relating thereto.

Material Consents. With respect to the Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or the Business Contracts and (ii) in respect of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the “Consent Items”):Shared Contracts: (ai) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable best efforts to obtain, prior to the Closing, all Third Party Consents (the "Material Consents") necessary to authorize, approve or permit the sale, conveyance, assignment, transfer or continuation of such Consent Items contracts and of the portion of the Shared Contracts that relates to the Business (the “Material Consents”) to or with the Buyers (including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit of the Buyers (or the Business"Shared Contract Business Portion"), provided that: (iA) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and upon Buyers' prior written consent, which Purchaser shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably diligently assist and cooperate in good faith with the Sellers’ Group Sellers to obtain the Material Consents or novations by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers’ Group Sellers may reasonably request; andrequest and that do not require Purchaser to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (iiiB) the Sellers’ Group Sellers shall not be required to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and shall not accept any change to any such contracts or Shared Contract Business Portion (other assets in order than any changes of an administrative nature required to obtain a Material Consent permit its assignment or novation transfer to the Purchaser) without the prior written consent of Buyersthe Purchaser (it being understood and agreed, which consent however, that in the event that the Purchaser shall not have (a) consented to a change proposed by a third party and (b) agreed to hold the Sellers harmless from and against the consequences of such change, then the relevant Sellers shall be unreasonably withheld or delayedrequired to accept such change); and (bC) the failure to obtain any or all of such Material Consents shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group Sellers shall: (iA) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such date; (B) continue to use commercially their reasonable best efforts (on the basis described above) to obtain such Material Consent or novation until the earlier first to occur of (xa) the date which is three six (36) months after the Closing Date, (yb) the date of expiration of the relevant Consent Item contract (provided that the Sellers’ Group Sellers shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that no Seller shall be obligated to extend the stated term of the relevant Consent Itemcontract, including pursuant to any available automatic renewal option), and (zc) the termination by the DAC11719918 relevant third party of the respective Consent Itemrelevant contract; and (C) cooperate in good faith with the Purchaser to put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent reasonably practicable and legally feasible, receive all benefits and be responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Shared Contract Business Portion, until the first to occur of (a) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and (c) the date which is six (6) months after the Closing Date. (iii) The Sellers shall keep Purchaser reasonably and timely informed of all measures taken in accordance with this Section 6.11(b).

Material Consents. With respect to the Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or the Business Contracts and (ii) in respect of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the “Consent Items”):Shared Contracts: (ai) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable best efforts to obtain, prior to the Closing, all Third Party Consents (the “Material Consents”) necessary to authorize, approve or permit the sale, conveyance, assignment, transfer or continuation of such Consent Items contracts and of the portion of the Shared Contracts that relates to the Business (the “Material ConsentsShared Contract Business Portion”) to or with the Buyers (including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit of the Buyers (or the Business), provided that: (iA) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and upon Buyers' prior written consent, which Purchaser shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably diligently assist and cooperate in good faith with the Sellers’ Group Sellers to obtain the Material Consents or novations by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers’ Group Sellers may reasonably request; andrequest and that do not require Purchaser to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (iiiB) the Sellers’ Group Sellers shall not be required to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and shall not accept any change to any such contracts or Shared Contract Business Portion (other assets in order than any changes of an administrative nature required to obtain a Material Consent permit its assignment or novation transfer to the Purchaser) without the prior written consent of Buyersthe Purchaser (it being understood and agreed, which consent however, that in the event that the Purchaser shall not have (a) consented to a change proposed by a third party and (b) agreed to hold the Sellers harmless from and against the consequences of such change, then the relevant Sellers shall be unreasonably withheld or delayedrequired to accept such change); and (bC) the failure to obtain any or all of such Material Consents shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group Sellers shall: (iA) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such date; (B) continue to use commercially their reasonable best efforts (on the basis described above) to obtain such Material Consent or novation until the earlier first to occur of (xa) the date which is three six (36) months after the Closing Date, (yb) the date of expiration of the relevant Consent Item contract (provided that the Sellers’ Group Sellers shall not be obligated to extend the stated term of the relevant Consent Item, including pursuant to any available renewal option), and (z) the termination by the relevant third party of the relevant Consent Item; and (ii) cooperate in good faith with the Buyers to put in place, to the extent permitted by Law or the terms of the respective Consent Item, such arrangements as the Sellers and the Buyers may, acting in good faith, find with respect to such Consent Item (which arrangements may include entering into subleases or subcontracts with, or acting as agent for, the Buyers or the Business), in order to provide to the Buyers or the Business to the fullest extent practicable and legally feasible subject to the performance by the Buyers and the Business (at the Buyers’ sole expense) of all applicable obligations thereunder arising after Closing, benefits reasonably equivalent to obtaining the Material Consent, until the earlier of (x) the termination of the relevant Consent Item by the relevant members of the Sellers’ Group; provided, however, that the Sellers’ Group shall have the right to terminate the respective Consent Item at the earliest date permitted under such Consent Item subject to reasonable notice to the Buyers, but in no event earlier than three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that no Seller shall be obligated to extend the stated term of the relevant Consent Itemcontract, including pursuant to any available automatic renewal option), and (zc) the termination by the DAC11719918 relevant third party of the respective Consent Itemrelevant contract; and (C) cooperate in good faith with the Purchaser to put in place, as from the Closing Date, such arrangements as the Sellers and the Purchaser may find to provide that the Purchaser or the Company, as applicable, shall, to the extent reasonably practicable and legally feasible, receive all benefits and be responsible for all liabilities under each such contract, or, in respect of Shared Contracts, the Shared Contract Business Portion, until the first to occur of (a) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to extend the stated term of the relevant contract, including pursuant to any available automatic renewal option), (b) the termination by the relevant third party of the relevant contract, subject to the performance by the Purchaser or the Company of the applicable obligations thereunder and (c) the date which is six (6) months after the Closing Date. (iii) The Sellers shall keep Purchaser reasonably and timely informed of all measures taken in accordance with this Section 6.9(b).