Advance Consents. Vendor shall procure and deliver to the Client, as the end of the Term approaches or upon Disentanglement, and at the Client’s expense, such third party authorizations and consents as are necessary to permit the timely conveyance or assignment to the Client (or its designee), during Disentanglement, of all third party licenses, contracts, and agreements between Vendor and any third parties who provide goods or services, including maintenance and support contracts, used by Vendor in the provision of Services (collectively, “Essential Agreements”), provided that, in the event that such third party authorizations or consents have not been obtained and cannot be obtained during Disentanglement, Vendor shall: (a) promptly notify the Client’s Program Executive of which third party authorizations or consents it is unable to obtain; (b) use commercially reasonable efforts to identify reasonable, alternative sources of goods, services, or Software comparable to those being provided under each such Essential Agreement, at a comparable or lower price; and (c) consult with the Client regarding such identified alternatives and, to the extent the Client approves of such alternatives in writing, proceed to procure and implement such alternatives on behalf of the Client, provided that the Client shall have the option at all times to enter into the applicable licenses or other contracts in its own name.
Advance Consents. Provider shall obtain advance consents from Provider's licensors and lessors to the conveyance or assignment, at no cost to Client, of all licenses and leases related to the Services to Client upon termination, expiration or at the end of the Disentanglement Period, as applicable. If such advance consents cannot be obtained, Provider shall promptly notify Client and Client shall have the option to enter into the applicable license or lease in its own name.
Advance Consents. Provider shall procure and deliver to Client, as the end of the Term approaches or upon Disentanglement, and at Client’s expense, such third party authorizations and consents as are necessary to permit the timely conveyance or assignment to Client (or its designee), during Disentanglement, of all third party licenses, contracts, and agreements between Provider and any third parties who provide goods or services, including maintenance and support contracts, used by Provider in the provision of Services (collectively, “Essential Agreements”), provided that, in the event that such third party authorizations or consents have not been obtained and cannot be obtained during Disentanglement, Provider shall:
Advance Consents. Contractor shall obtain advance consents from Contractor’s licensors and lessors to the conveyance or assignment, at no cost to the County, of all licenses and leases related to the Services to the County upon Disentanglement. If such advance consents cannot be obtained during Disentanglement, Contractor shall (i) promptly notify the CIO of which Third-Party authorizations or consents it is unable to obtain; (ii) use all commercially reasonable efforts to identify reasonable, alternative sources of goods, services, or Software comparable to those being provided under each such licenses or leases, at a comparable or lower price; and (iii) consult with the County regarding such identified alternatives and, to the extent the County approves of such alternatives in writing, proceed to procure and implement such alternatives on behalf of the County, at no cost to the County, provided that the County shall have the option to enter into the applicable license or lease in its own name.
Advance Consents. Contractor shall obtain advance consents from Contractor’s licensors and lessors to the conveyance or assignment, at no cost to Metro, for all licenses and leases related to the services under this Contract upon Disengagement. If such advance consents cannot be obtained, contractor shall promptly notify Metro so that Metro shall have the option to enter into the applicable license or lease in its own name.
