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.
Appears in 45 contracts
Samples: Employee Matters Agreement (Scripps Networks Interactive, Inc.), Employee Matters Agreement (MSG Entertainment Spinco, Inc.), Employee Matters Agreement (Discovery, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent 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 (as applicable) in a mutually satisfactory manner.
Appears in 19 contracts
Samples: Employee Matters Agreement (Envista Holdings Corp), Employee Matters Agreement (Aimco OP L.P.), Employee Matters Agreement (Vontier Corp)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent 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 (as applicable) in a mutually satisfactory manner.
Appears in 9 contracts
Samples: Employee Matters Agreement (PJT Partners Inc.), Merger Agreement, Employee Matters Agreement (PPL Energy Supply LLC)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party 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 Third Party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.
Appears in 7 contracts
Samples: Employee Matters Agreement (CPEX Pharmaceuticals, Inc.), Employee Matters Agreement (CPEX Pharmaceuticals, Inc.), Employee Matters Agreement (Furiex Pharmaceuticals, Inc.)
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 (as applicable) in a mutually satisfactory manner.
Appears in 7 contracts
Samples: Employee Matters Agreement (Ligand Pharmaceuticals Inc), Employee Matters Agreement (Avista Public Acquisition Corp. II), Employee Matters Agreement (CXApp Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent depends on the consent of any third party and such consent is withheld, the Parties hereto shall use their commercially 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.
Appears in 7 contracts
Samples: Employee Matters Agreement (Virtus Investment Partners, Inc.), Employee Matters Agreement (Phoenix Companies Inc/De), Employee Matters Agreement (Virtus Investment Partners, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent 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.
Appears in 6 contracts
Samples: Employee Matters Agreement (Spectra Energy Corp.), Employee Matters Agreement (Spectra Energy Corp.), Employee Matters Agreement (Spectra Energy Corp.)
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 alternative manner.
Appears in 6 contracts
Samples: Employee Matters Agreement (Rightside Group, Ltd.), Employee Matters Agreement (Exterran Corp), Employee Matters Agreement (LiveWire Group, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent or action of any third party and such consent is withheldparty, the Parties hereto shall use their commercially reasonable best efforts to obtain such consent or cause such action. If such consent is withheld or such action is not taken, the Parties hereto shall use their commercially reasonable 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 consentconsent or take action, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory alternative manner.
Appears in 6 contracts
Samples: Employee Matters Agreement (Xenia Hotels & Resorts, Inc.), Employee Matters Agreement (Highlands REIT, Inc.), Employee Matters Agreement (SeaSpine Holdings Corp)
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 (as applicable) in a mutually satisfactory manner.
Appears in 5 contracts
Samples: Employee Matters Agreement (Worthington Steel, Inc.), Employee Matters Agreement (ESAB Corp), Employee Matters Agreement (Enovis CORP)
Consent of Third Parties. If any provision of this Agreement is dependent on requires the consent of any third party and such consent is withheldparty, the Parties hereto shall use their commercially reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicableobtain such consent. If any provision of this Agreement despite such efforts the consent cannot be implemented due to the failure of such third party to consentobtained, the Parties hereto shall negotiate in good faith to implement modify the applicable provision in a mutually satisfactory mannerso as to effect the purposes and intents of this Agreement to the extent reasonably possible notwithstanding the absence of such consent.
Appears in 5 contracts
Samples: Employee Matters Agreement (Vishay Precision Group, Inc.), Employee Matters Agreement (Vishay Precision Group, Inc.), Employee Matters Agreement (Vishay Precision Group, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent Consent is withheld, the Parties hereto shall use their commercially 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 (as applicable) in a mutually satisfactory manner.
Appears in 5 contracts
Samples: Employee Matters Agreement (Atmus Filtration Technologies Inc.), Employee Matters Agreement (Atmus Filtration Technologies Inc.), Employee Matters Agreement (Xperi, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use their commercially reasonable best efforts to implement the applicable provisions of this Agreement to the fullest full 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.
Appears in 4 contracts
Samples: Employee Matters Agreement (Solventum Corp), Employee Matters Agreement (3M Health Care Co), Employee Matters Agreement (Solventum Corp)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto Agilent and Verigy shall use their commercially reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicableAgreement. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto Agilent and Verigy shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Appears in 3 contracts
Samples: Employee Matters Agreement (Verigy Pte. Ltd.), Employee Matters Agreement (Agilent Technologies Inc), Employee Matters Agreement (Verigy Ltd.)
Consent of Third Parties. If (i) 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 , and (ii) any provision of this Agreement cannot be implemented due to the failure of such third third-party to consent, the Parties hereto CTI and Comverse shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.
Appears in 2 contracts
Samples: Employee Matters Agreement (Comverse, Inc.), Employee Matters Agreement (Comverse, Inc.)
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.. ARTICLE III
Appears in 2 contracts
Samples: Administration Agreement, Equity Administration Agreement
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any a third party and such consent is withheld, the Parties hereto parties to this Agreement shall use their commercially 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 to obtain any such third party to consent, the Parties hereto parties to this Agreement shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Appears in 2 contracts
Samples: Employee Matters Agreement (Bellring Brands, Inc.), Employee Matters Agreement (Bellring Brands, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent 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 (as applicable) in a mutually satisfactory manner.
Appears in 2 contracts
Samples: Employee Matters Agreement (Stevens Holding Company, Inc.), Employee Matters Agreement (Altra Industrial Motion Corp.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (e.g., any labor union) 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.
Appears in 2 contracts
Samples: Employee Matters Agreement (Journal Communications Inc), Employee Matters Agreement (Scripps E W Co /De)
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 commercially reasonable best efforts to implement the applicable provisions provision of this Agreement to the fullest full 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.
Appears in 2 contracts
Samples: Employee Matters Agreement (Veoneer, Inc.), Employee Matters Agreement (Veoneer, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or insurer) 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 full 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.
Appears in 2 contracts
Samples: Employee Matters Agreement (Bellerophon Therapeutics LLC), Employee Matters Agreement (Bellerophon Therapeutics LLC)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party 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.fullest
Appears in 2 contracts
Samples: Employee Matters Agreement (Theravance Biopharma, Inc.), Employee Matters Agreement (Theravance Biopharma, Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent 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 (as applicable) in a mutually satisfactory manner.
Appears in 2 contracts
Samples: Employee Matters Agreement (Forestar Real Estate Group Inc.), Employee Matters Agreement (Guaranty Financial Group Inc.)
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use their commercially reasonable best efforts to implement the applicable provisions of this Agreement to the fullest full 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.
Appears in 2 contracts
Samples: Employee Matters Agreement (Servicemaster Co, LLC), Employee Matters Agreement
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use their commercially reasonable best efforts to implement the applicable provisions of this Agreement to the fullest full 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.. The phrase
Appears in 1 contract
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent 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.
Appears in 1 contract
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts obtain such consent, and if such consent is withheldnot obtained, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner.. A party’s
Appears in 1 contract
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and party, the Parties shall use commercially reasonable efforts to obtain such consent and, if 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.
Appears in 1 contract
Samples: Employee Matters Agreement (Pivotal Software, Inc.)
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.. ** CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXX XXXXXXX INC. PURSUANT TO CFR SECTION 200.83 **
Appears in 1 contract
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts obtain such consent, and if such consent is withheldnot obtained, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner.. A party’s 30 #90914078v33
Appears in 1 contract
Consent of Third Parties. If any provision of this Agreement is dependent on the consent Consent of any third party and such consent is withheld, the Parties 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 parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Appears in 1 contract
