Assumed Contract Consents Sample Clauses

Assumed Contract Consents. The Purchaser shall have received the consent(s) of the lessors under the leases and/or contracts identified on Schedule 6.9(b).
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Assumed Contract Consents. Saflink shall use commercially reasonable efforts to obtain consents from the relevant parties to the Assumed Contracts as required thereunder (the “Assumed Contract Consents”) in order to protect the material benefits of such Contracts for the benefit of the Company, it being understood by the Company that, in connection therewith, Saflink shall obtain the release of Saflink from the Assumed Liabilities under the Assumed Contracts. Notwithstanding the foregoing, it is expressly understood and agreed that the Closing is not conditioned upon obtaining the Assumed Contract Consents or any other consents of any nature whatsoever.
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Assumed Contract Consents. To the extent that the Seller’s rights under any Assumed Contract may not be assigned without the consent of another Person which has not been obtained as of the Closing Date, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Assets such that the Buyer would not in effect acquire the benefit of all such rights, then, the Seller, to the extent permitted by law, shall take reasonable actions, after the Closing Date, as the Buyer’s agent, in order to obtain for the Buyer the benefits thereunder, and shall cooperate with the Buyer in any other arrangement reasonably designated by the Buyer to provide such benefits to the Buyer.
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Assumed Contract Consents. Each of the Assumed Contracts, including the Station Leases and those listed in Schedules 6.15(b), 6.15 (k) and 6.12, require the consent of all parties thereto, other than sellers, for the assignment to AirTran. Schedule 6.12
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Assumed Contract Consents. Seller shall have delivered to Buyer the written consent to the purchase and sale contemplated by this Agreement from the other parties to each of the Required Assumed Contracts, to the extent the consent of such parties is required pursuant to the terms of such Assumed Contracts (the “Required Consents”); provided, however, Seller may (but shall not be obligated to) satisfy this obligation as to the PPA (defined in Schedule 1.9) by terminating the PPA without liability to Buyer (in which case the PPA would not be assumed by Buyer and Seller shall have the obligation to remove the PPA installations from the Real Property prior to delivery of such building to Buyer).
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Related to Assumed Contract Consents

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Assigned Contracts The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Material Consents All material consents, approvals, permits of, authorizations from, notifications to and filings with any Governmental Authorities required to be made or obtained prior to the consummation of the Merger shall have been made or obtained.

  • Required Consent In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

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