Common use of Consent of Third Parties Clause in Contracts

Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts obtain such consent, and if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (ii) contravene any applicable Law or fiduciary duty, (iii) result in the loss of protection of any Intellectual Property or other proprietary information or (iv) incur any non-routine or unreasonable cost or expense.

Appears in 5 contracts

Samples: Employee Matters Agreement (Bausch Health Companies Inc.), Employee Matters Agreement (Bausch & Lomb Corp), Employee Matters Agreement

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Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties Parties shall cooperate in good faith and use reasonable best efforts to obtain such consent, and and, if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A partyParty’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (ia) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (iib) contravene any applicable Applicable Law or fiduciary duty, (iiic) result in the loss of protection of any Intellectual Property or other proprietary information or (ivd) incur any non-routine or unreasonable cost or expense.

Appears in 3 contracts

Samples: Employee Matters Agreement (Victoria's Secret & Co.), Employee Matters Agreement (Bath & Body Works, Inc.), Employee Matters Agreement (Victoria's Secret & Co.)

Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts to obtain such consent, and and, if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (ii) contravene any applicable Applicable Law or fiduciary duty, (iii) result in the loss of protection of any Intellectual Property or other proprietary information or (iv) incur any non-routine or unreasonable cost or expense.

Appears in 2 contracts

Samples: Employee Matters Agreement (Kontoor Brands, Inc.), Employee Matters Agreement (Kontoor Brands, Inc.)

Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts obtain such consent, and if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (iii) contravene any applicable Law or fiduciary duty, (iiii) result in the loss of protection of any Intellectual Property or other proprietary information or (ivi) incur any non-routine or unreasonable cost or expense.

Appears in 1 contract

Samples: Employee Matters Agreement (Livent Corp.)

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Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts to obtain such consent, and if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (ii) contravene any applicable Law or fiduciary duty, (iii) result in the loss of protection of any Intellectual Property or other proprietary information or (iv) incur any non-routine or unreasonable cost or expense.

Appears in 1 contract

Samples: Employee Matters Agreement (Loyalty Ventures Inc.)

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