Assignment Consents Sample Clauses
The Assignment Consents clause governs whether and how a party to a contract may transfer its rights or obligations to another party, typically requiring the other party’s approval before such a transfer can occur. In practice, this means that if one party wishes to assign the contract to a third party—such as in a merger, acquisition, or sale of business assets—they must first obtain written consent from the non-assigning party. This clause serves to protect each party’s interests by preventing unwanted or unapproved changes in the contractual relationship, ensuring that all parties maintain control over who they are obligated to work with.
Assignment Consents. For purposes of this Agreement, the term “Assignable Agreement” shall mean an Access Agreement that is assignable to Buyer without needing to obtain another party’s consent or for which satisfactory written consent to such an assignment has been obtained (“Assignment Consents”). The Seller shall obtain all necessary Assignment Consents on or prior to the Closing Date.
Assignment Consents. The Assignment Consents for each of the Contracts listed in Schedule 8.1.12.
Assignment Consents. (A) To the extent that the assignment to Buyer as provided herein of any contact, agreement, lease, license or commitment is not permitted without consent of the other party to such contract, agreement, lease, license or commitment, this Agreement shall constitute an agreement to assign the same subject only to such consent. Seller and Parent will use their best efforts to obtain the consent to such assignment by the other party or parties to such contract, agreement, lease, license or commitment after the date hereof if necessary. If any such required consent is not obtained on or before the Closing Date, this Agreement shall not constitute an agreement to assign the contract, agreement, lease, license or commitment, and Seller, Parent and Buyer shall cooperate from and after the Closing Date in a reasonable arrangement designed to provide to Buyer the same or similar benefits under any such contract, agreement, lease, license or commitment as would have been obtained by Buyer if it had been assigned to Buyer effective on the Closing Date and Buyer agrees to bear the obligations of Seller or Parent contained in such contract, agreement, lease, license or commitment arising from and after the Closing Date.
(B) Without limiting the generality of the foregoing Section 11.10(A), and notwithstanding anything to the contrary in this Agreement, Seller is not assigning, and Buyer is not assuming, any of the Real Estate Leases for the Locations listed on Schedule 11.10 (the "Amscot Locations") unless and until Buyer enters into an assumption agreement, in substance satisfactory to Buyer, with Seller's landlord(s) referring specifically to each such Location. Until such time, Seller shall continue to make all payments (including, without limitation, continuing to deposit all rents for the Amscot Locations with the Clerk of the Court for Dallas County District Court in the pending proceedings known as Unistar et al. v. Amscot et al.), and comply with all of its obligations on a timely basis under such Real Estate Leases. Seller is, however, transferring to Buyer all rights and interests Seller has, to the maximum extent legally transferable without obtaining any third party consents, to occupy the Amscot Locations and transact the Agency's business at such Locations. If Buyer is unable either to assume any of such Real Estate Leases due to the failure to obtain any necessary third party consent, or unable to operate the business being acquired under a reasonable alt...
Assignment Consents. The Company shall have delivered to Parent the consents with respect to the Merger under the Contracts listed on Schedule 6.2(i).
Assignment Consents. 6.8.1. With respect to each Advisory Client listed on Exhibit A, the Seller shall, in accordance with applicable Legal Requirements and the applicable Existing Advisory Contracts and Fund Documents, use its reasonable best efforts to obtain, prior to the Closing, the necessary Assignment Consents to the Assignment of each Existing Advisory Contract listed on Exhibit C, Controlling Interest and each side letter listed on Exhibit A included in the Fund Documents, in each case, that is required to be obtained under this Agreement as a condition precedent to the Closing. In no event shall the Seller, any Target Entity, or any of their respective Affiliates be required to pay, or agree to pay, any fee, penalty, or other consideration to any Person for any such Assignment Consents or consents to effect the amended Fund Documents. Notwithstanding the foregoing sentence, in the event that a person requests payment of a fee, penalty, or other consideration for any such Assignment Consents or consents to effect the amended Fund Documents, the terms of the Consent Side Letter shall control. In connection with requesting or obtaining such Assignment Consents and other consents, in no event shall any Target Entity reduce (or agree to reduce) any fee payable by an Advisory Client pursuant to an Existing Advisory Contract or Fund Document or agree to any other modification of an Existing Advisory Contract or Fund Document or other inducement that would, in any case, adversely affect the economic value of such Advisory Client relationship or modify any other term, except as consented to or directed by the Buyer in writing.
6.8.2. The Buyer shall, and shall cause its Affiliates to, cooperate with the Seller in taking the actions and obtaining the Assignment Consents described in Section 6.8.
1. In connection with obtaining such Assignment Consents, the Seller shall provide to the Buyer for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed) the general forms of the consent notice. The Seller shall: (a) further keep the Buyer reasonably informed of the status of obtaining such Assignment Consents (including any conditions requested and providing copies of correspondence relating to such requests), (b) provide to the Buyer for review and comment in advance of distribution any other substantive notices or other substantive materials to be distributed by the Seller or any of its Subsidiaries to Advisory Cli...
Assignment Consents. 3 1.6. Audited Financial Statements....................................3 1.7.
Assignment Consents. Assignment Consents" shall mean those consents, in form and substance satisfactory to Buyer, required to be obtained in connection with the assignment of the Contracts from Seller to Buyer, all such consents being listed on Schedule 1.5 attached hereto.
Assignment Consents. A consent to the assignment by the Company of its rights in each Principal Project Document pursuant to the Security Agreement, duly executed and delivered by each Project Party party thereto (other than the Credit Parties. Motorola and the Secured Parties), in form and substance satisfactory to the Administrative Agent.
Assignment Consents. The Vendor shall have obtained the consent of all parties to any contracts being assigned, if such consent is required for the assignment;
Assignment Consents. A consent to the assignment by the Company of its rights in certain of the material agreements to which the Company is a party pursuant to the Security Agreement, executed by each the relevant counterparty thereto (other than Iridium LLC, the Company and its Subsidiaries, Motorola and the Secured Parties).