Consent from Third Parties Sample Clauses

Consent from Third Parties. Each Seller and each Company will use their respective commercially reasonable efforts to acquire the written consent from all third parties to Contracts with respect to which the consummation of the Transactions or the compliance with this Agreement, could reasonably be expected to result in, or cause a default, or constitute an event of default (or an event which the giving of notice or the passage of time could cause a default or event of default), or otherwise cause any Company to be in breach of, or unable to perform under, such Contracts, or grant any other party thereto the right to modify or terminate such Contract or the performance of any Company thereunder. Each Seller and each Company shall use commercially reasonable efforts to obtain the consent from all relevant Persons to allow the Purchaser and its representatives to review all Contracts with respect to which the consummation of the Transactions or the compliance with this Agreement, could reasonably be expected to result in, or cause a default, or constitute an event of default (or an event which the giving of notice or the passage of time could cause a default or event of default), or otherwise cause such Company to be in breach of, or unable to perform under, such Contracts, or grant any other party thereto the right to modify or terminate such Contract, or alter the conduct of business thereunder by the parties prior to the date of this Agreement. Each Seller and Company shall cooperate with the Purchaser, and vice versa, in the execution and filing of all notices, forms and agreements as may be necessary to obtain any consent or approvals of any Governmental Authority that may be necessary or appropriate to effectuate the Transactions, including any consents or approvals relating to any permits, licenses or registrations held by the Companies or required for the operation of the Properties. Purchaser agrees to use commercially reasonable efforts to assist Sellers to obtain any such consents to the extent reasonably requested by Sellers or Companies.
Sample 1Sample 2
AutoNDA by SimpleDocs
Consent from Third Parties. Each Seller and each Company will use their respective commercially reasonable efforts to acquire the written consent from all third parties listed on Schedule 3.1(d). Purchaser agrees to use commercially reasonable efforts to assist the Sellers to obtain any consent to the extent reasonably requested by the Sellers or a Company.
Sample 1Sample 2
Consent from Third Parties. Each Company Entity will use its respective commercially reasonable efforts to acquire the written consent from all Third Parties to Contracts with respect to which the consummation of the transactions contemplated hereby or the compliance with this Agreement, could reasonably be expected to result in, or cause a default, or constitute an event of default (or an event which the giving of notice or the passage of time could cause a default or event of default), or otherwise cause any Company Entity to be in breach of, or unable to perform under, such Contracts, or grant any other party thereto the right to modify or terminate such Contract or the performance of any Company Entity thereunder; provided, however, that, (i) without the Partnership’s prior written consent, none of the Company Entities shall pay any Third Party for such consent or agree to any concessions, restrictions or other amendments to the applicable Contract to obtain such consent and (ii) the foregoing shall not apply to the Contracts listed in Schedule 6.02(d). Each Company Entity shall cooperate with the Partnership, and vice versa, in the execution and filing of all notices, forms and agreements as may be necessary to obtain any Approval of any Governmental Authority that may be necessary or appropriate to effectuate the transactions contemplated hereby, including any Approval held by the Company Entities or required for the operation of the Assets; provided that the foregoing shall not apply to the FCC license listed in Schedule 6.02(d). The Partnership agrees to use commercially reasonable efforts to assist the Company Entities to obtain any such consents to the extent reasonably requested by the Company Entities.
Sample 1

Related to Consent from Third Parties

  • Recovery from Third Parties When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Received From Third Party Such information was or is hereafter rightfully received by the party from a third party (expressly excluding the Fund’s custodian, prime broker and administrator) without restriction on its disclosure and without breach of this Agreement or of a similar confidential disclosure agreement regarding them; or

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Use of Attachment Facilities by Third Parties Purpose of Attachment Facilities.‌‌ Except as may be required by Applicable Laws and Regulations, or as otherwise agreed to among the Parties, the Attachment Facilities shall be constructed for the sole purpose of interconnecting the Large Generating Facility to the New York State Transmission System and shall be used for no other purpose.

  • Consents of Third Parties All consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Claims have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such consents or approvals and the Purchaser has not waived the need for all such consents or approvals.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • Conflicts; Consents of Third Parties (a) The execution and delivery of this Agreement, the acquisition of the Shares by Purchaser and the consummation of the transactions herein contemplated, and the compliance with the provisions and terms of this Agreement, are not prohibited by the Articles of Incorporation or Bylaws of the Purchaser and will not violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any court order, indenture, mortgage, loan agreement, or other agreement or instrument to which the Purchaser is a party or by which it is bound.

  • No Third Parties Benefited This Agreement is made and entered into for the sole protection and legal benefit of the Company, the Banks, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.

  • Notice to Third Parties Licensee shall give written notice, prior to the first sale of Licensed Product, to any Third Party to which it sells Licensed Product of the restrictions contained in this Section 5, and Licensee shall use its best endeavors, without prejudice to any other provision of this Agreement, to ensure that such Third Parties will undertake to abide by the restrictions contained in this Section 5 and will assist the MPP and Pfizer in securing compliance with this Section 5 and the restrictions which it contemplates.

Time is Money Join Law Insider Premium to draft better contracts faster.