Party Consents. Upon the terms and subject to the conditions set forth in this Agreement, Parent or Seller shall use (and shall cause the Company to use) their reasonable best efforts to obtain any Consents required under any Contracts to which the Company is a party from third parties in connection with the consummation of the Transactions at or prior to the Closing. In connection therewith, Parent and Seller shall not, and shall cause the Company not to, without the prior written consent of Purchaser, (a) make any payment of a Consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of value, (b) materially amend, supplement or otherwise modify any such Contract or (c) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any third-party Consents; provided, however, that Purchaser may compel Parent or Seller to cause the Company to take any of the actions referred to in this sentence if such actions are only effective after the Closing. Parent and Seller shall (and shall cause the Company to) keep Purchaser reasonably informed regarding the process of obtaining such third-party Consents.
Party Consents. Any and all consents or waivers --------------------- required from third parties relating to this Agreement or any of the other transactions contemplated hereby shall have been obtained.
Party Consents. Neither the nature of its business and the business of its Subsidiaries nor of any of their businesses or properties, nor any relationship between it or any Subsidiary and any other Person, nor any circumstance in connection with the issuance of the Promissory Note nor the performance by it of its other obligations under the Loan Documents, or the consummation of the transactions contemplated under the Loan Documents, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any Governmental Authority or other Person on the part of it as a condition to the execution and delivery of this Agreement or any of the other Loan Documents or the issuance of the Promissory Note other than such consents, approvals, authorizations, notices, filings, registrations or qualifications which shall have been made or obtained on or prior to the Effective Date and such filings under Federal and state securities Laws which are permitted to be made after the Effective Date and which Holdings hereby agrees to file within the time period prescribed by applicable Law.
Party Consents. The receipt of all consents of third parties, including lenders, debentureholders, suppliers, customers, representatives, lessors and licensors as may be required for the consummation of the Complete Transaction.
Party Consents. Buyer shall use all commercially reasonable efforts to obtain all required third- party consents. Buyer shall promptly notify Seller and Genco of any failure or prospective failure to obtain any such consents and, if requested by Seller or Genco, shall provide copies of all such consents obtained to Seller and Genco.
Party Consents. All consents or approvals of all persons required for the execution, delivery and performance of this Agreement and the consummation of the Merger, including, but not limited to, the consents or approvals of all counterparties to existing material business contracts that contain provisions requiring that such consent or approval be given, and the Governmental Approvals referenced in Section 4.1(c) hereof shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a material adverse effect on the Surviving Corporation as the parties shall reasonably and in good faith agree.
Party Consents. No consent, approval, or authorization of any third party on the part of Seller or either of the Stockholders is required in connection with the consummation of the transactions contemplated hereunder or under any of the other Seller Closing Documents.
Party Consents. 2. The receipt of written consent from the appropriate contract counterparty or landlord in respect of those contracts or property interests listed in Annexure 3 to the transfer of such contracts or property interests in accordance with Separation.
Party Consents. Notwithstanding the provisions of Section 2, this Agreement shall not constitute an assignment or transfer to Assignee of any interest in, or right or obligation under, any Contract, lease, license or other agreement, or title to any asset or property, if an assignment or transfer, or an attempt to make such an assignment or transfer, without the consent of any party other than Assignor or its Affiliates would constitute a breach or violation thereof, unless and until such consent has been obtained. Assignor hereby agrees to use all commercially reasonable efforts to obtain any such consent, and upon the receipt of such consent, such interest, right or obligation shall automatically be and be deemed to have been contributed, transferred and assigned to, or assumed by, Assignee as of the Assignment Effective Date. Prior to the receipt of such consent, Assignor shall use all commercially reasonable efforts to give to Assignee all of the economic, operational and other benefits of such interest or right; provided, however, that Assignee shall pay or satisfy the corresponding Transferred Obligations (assuming, for purposes of this proviso, that the asset or property had been transferred) for the continued enjoyment of such benefit.
Party Consents. Except as otherwise provided herein, all third-party consents, assignments or approvals otherwise required for Buyer's assumption of any contracts, leases and agreements as are binding on Seller pursuant to the present terms of such contracts, leases and agreements. This provision shall not require Seller to undertake any extraordinary measures to secure any required third-party consents, assignments or approvals and shall not require Seller to pay for or to undertake any extraordinary measures or to institute litigation against any third-party failing to give such required consent, assignment or approval; however, if Seller fails to deliver any material covenant, assignment or approval required by this Paragraph 7.1(a), Buyer shall have the absolute right to terminate this Agreement.
