Certain Assignments and Consents Sample Clauses

Certain Assignments and Consents. (a) Notwithstanding anything to the contrary contained in this Agreement and, in the case of this Section 4.4 in its entirety, without limiting any representation, warranty or covenant contained in this Agreement relating to the Peroxides Business, the Purchased Assets or the Assumed Liabilities, the Definitive Agreements shall not constitute an agreement to transfer any Peroxides Business Item or grant any rights therein or thereto if an assignment or attempted assignment or grant thereof, without the consent, approval, novation or waiver ("Consent") of a Third Person, would constitute a breach or a default thereof, cause or permit the acceleration or termination thereof, or in any way materially and adversely affect the rights of Hercules or Buyer in respect thereof, or the right of Buyer to conduct all or any part of the Peroxides Business in the manner and on the terms presently enjoyed by Hercules. Subject to the condition to Closing in Section 9.5, after the Closing, Hercules shall use its best efforts, and Buyer shall cooperate with Hercules, each at their own expense, to obtain Consents to all such Peroxides Business Items; provided, however, that in obtaining such Consents, neither Hercules nor Buyer -------- ------- shall be required to make any additional payment or take any additional action not otherwise required under the terms of any Contract relating to the Peroxides Business Items. If Consent is not obtained to the transfer of any Peroxides Business Item, the Parties shall cooperate with each other in any reasonable arrangement designed to provide Buyer the benefits and use of such Peroxides Business Item to the greatest extent practicable, the same as if such Consent had been obtained, and to provide Hercules the fulfillment of its duties and obligations under such Peroxides Business Item to the greatest extent practicable, the same as if such Peroxides Business Items had remained with Hercules for the unexpired portion of the underlying contract term or obligation period. Such arrangement shall remain in effect until the earlier of: (i) the Contract or other items giving rise to the obligation to obtain such Consent shall have been terminated or shall have expired; (ii) such Consent has been obtained; or (iii) the Parties have agreed in writing that such Consent is no longer necessary.
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Related to Certain Assignments and Consents

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Amendments, Waivers and Consents Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Miscellaneous Agreements and Consents (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible, including, without limitation, using its respective reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. Each party shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to obtain consents of all third parties necessary or, as agreed to by the parties, desirable for the consummation of the transactions contemplated by this Agreement.

  • Modifications, Waivers, Amendments and Consents (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures.

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