Failure to Obtain Consents. Any failure to obtain the Required Government Consents or the Required Contract Consents prior to Closing;
Failure to Obtain Consents. If any Contract requires the consent of a third party in order to assign it to Buyer and such consent has not been obtained by the Closing Date (a "Non-Consented Contract"), then Seller (i) shall use its reasonable best efforts to make available to Buyer the benefits that arise after the Closing Date under the Non-Consented Contract, and (ii) shall continue after the Closing Date to use its reasonable best efforts to obtain such consent. To the extent that Seller has made available to Buyer the benefits that arise after the Closing Date under a Non-Consented Contract, Buyer shall assume Seller's obligations that arise under the Non-Consented Contract after the Closing Date, whether or not any such benefits are actually received by Buyer.
Failure to Obtain Consents. Any failure to obtain the Required Government Consents or the Required Contract Consents.
Failure to Obtain Consents. Buyer and Parent understand that Seller is not obtaining any consents required under any agreements to which Company or Seller is a party other than the consents listed in Schedule 6.1(c) of the Disclosure Schedule. Buyer and Parent each hereby waives and releases any claims it may have against Seller for the inability or failure to obtain consents to any agreements to which Company or Seller is a party, including without limitation any Damages arising from any claims by the other parties to such agreements.
Failure to Obtain Consents. Buyer's sole remedy (assuming that Seller has satisfied its obligations under this Agreement, including its obligation under Section 9.2 to use its reasonable best efforts to obtain all necessary consents and its obligation under Section 12.4 to use its reasonable best efforts to make the benefits of the Non-Consented Contracts available to Buyer) for Seller's failure to obtain sufficient numbers of consents within the time period provided herein shall be to elect whether or not to proceed with the Closing hereunder, and in no event shall Buyer be entitled to collect damages from Seller, whether or not a Closing takes place hereunder.
Failure to Obtain Consents. 7.2.1 Where a Third Party Consent has not been obtained by Completion in respect of any Asset (a RELEVANT ASSET), such Relevant Asset will not be conveyed, transferred or assigned on Completion but will be held in trust for the relevant Purchaser absolutely from Completion until such Third Party Consent is obtained and the Relevant Asset is so conveyed, transferred or assigned. EFPL shall continue to use reasonable endeavours to obtain the necessary Third Party Consent after Completion to convey, transfer or assign any Relevant Asset.
Failure to Obtain Consents. 9.2.1 Where a Property Consent has not been obtained by Completion in respect of any Property Agreement (a RELEVANT AGREEMENT) such Relevant Agreement will not be assigned on Completion but will be held in trust for Purchaser B absolutely from Completion until such Property Consent is obtained and the Relevant Agreement is so conveyed, transferred or assigned. EFPL shall account to Purchaser B accordingly and shall deliver to Purchaser B as soon as reasonably practicable upon receipt any notice or other document concerning or relating to such Relevant Agreement.
Failure to Obtain Consents. In the event any consent to the assignment of any Contract, Permit or Intellectual Property right is required in connection with the transactions contemplated hereby has not been obtained as of the Closing, then until such consent is obtained, Seller and Buyer shall cooperate in any arrangement reasonably satisfactory to the parties designed to fulfill Seller's obligations thereunder and to afford Buyer the benefits thereof, so long as Seller is reimbursed by Buyer for any costs associated with such arrangements.
Failure to Obtain Consents. If the permissions, consents and approvals mentioned in Condition 6 have not been obtained by the successful bidder within the agreed timeframe, it is understood and agreed that the offer will automatically lapse unless otherwise agreed between the successful bidder and the Council.
Failure to Obtain Consents. TogetherSoft has contracts with some of its suppliers, distributors, customers, licensors and other business partners. Certain of these contracts require TogetherSoft to obtain consent from these parties in connection with the Mergers. If their consent cannot be obtained on favorable terms, Borland may suffer a loss of potential future revenue or other adverse results and may lose rights to facilities or intellectual property material to the business of Borland after the consummation of the Mergers.
