Consents Not Obtained at Closing Sample Clauses

Consents Not Obtained at Closing. (a) To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract.
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Consents Not Obtained at Closing. The Seller agrees to attempt diligently to obtain any necessary consents which may be required to effect the assignment to the Purchaser of the contract obligations transferred to the Purchaser under this Agreement and the Purchaser will diligently cooperate with the Seller in obtaining the same, and will take such steps as reasonably requested by the Seller with respect thereto. In such cases where such consents have not been obtained by the Closing Date and the Purchaser determines to waive the closing condition set forth in Section 10.05 with respect thereto, this Agreement, to the extent permitted by Law, shall constitute an equitable assignment by the Seller to the Purchaser of all of the Sellers rights, benefits, title and interest in and to the assigned contracts and commitments, and the Purchaser shall be deemed to be the Seller's agent for the purpose of completing, fulfilling and discharging all of the Seller's rights and liabilities arising after the Closing Date under such assigned contracts and commitments, and the Seller shall take all necessary steps and actions to provide the Purchaser with the benefits of such contracts and commitments.
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Consents Not Obtained at Closing. (a) Seller shall use all commercially reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to the Company of Seller’s right, title and interest in, to and under any Contract or Permit included in the Purchased Assets. To the extent any Contract or Permit is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Xxxx of Sale shall constitute an assignment or an attempted assignment of such Contract or Permit.
Sample 1See All (5)
Consents Not Obtained at Closing. Each of Seller and Purchaser agree to attempt diligently to obtain any necessary consents which may be required to effect the assignment to Purchaser of the contract obligations transferred under this Agreement and each Party will diligently cooperate with the other in obtaining the same, and will take such steps as reasonably requested by such Party with respect thereto. In such cases where such consents have not been obtained by the Closing Date, this Agreement, to the extent permitted by Law and if elected by Purchaser, shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, obligations, liabilities, title and interest in and to the assigned contracts and commitments, and Purchaser shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and liabilities arising after the Closing Date under such assigned contracts and commitments, and Seller shall, at Purchaser’s sole cost and expense, take all commercially reasonable steps and actions requested by Purchaser to provide Purchaser with the benefits and liabilities of such contracts and commitments. [Notwithstanding anything to the contrary contained in this Agreement, to the extent consent is necessary under any of the Contracts listed in items [ ] to [ ] of Section 7.06(a)(i) of the Disclosure Schedules2 and such consent is not obtained prior to the Closing or such Contract is otherwise not capable of assignment, such Contract shall not be considered a Purchased Asset and the failure to so assign any such Contract shall not affect the Closing.] The Parties shall continue to use commercially reasonable efforts to effect the assignment of any such Contract capable of assignment following the Closing.
Sample 1
Consents Not Obtained at Closing. (a) Seller shall use all commercially reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller’s rights, title and interest in, to and under any Transferred Contract and Permit included in the Purchased Assets. To the extent any Transferred Contract or Permit is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Xxxx of Sale and Assignment Agreement shall constitute an assignment or an attempted assignment of such Transferred Contract or Permit. (b) If any such consents and waivers are not obtained with respect to any Transferred Contract, the Xxxx of Sale and Assignment Agreement shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Transferred Contract, to the extent permitted by Law, and Purchaser shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and Liabilities arising on and after the Closing Date under such Transferred Contract, and Seller shall take all necessary steps and actions to provide Purchaser with the benefits of such Transferred Contract.
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Consents Not Obtained at Closing. If the Vendors are not able to obtain any consents from third parties which may be required to effect the transactions contemplated hereby as of the Closing, and any applicable condition relating thereto has been waived by the Purchaser, then upon the request of the Purchaser during the one (1) year period following the Closing Date, the Vendors will use reasonable commercial efforts to obtain such consents. The Purchaser will reasonably cooperate with the Vendors in obtaining the same and will take such steps as reasonably requested by the Vendors with respect thereto. The Vendors will consult with the Purchaser with respect to the obtaining of such consents, will keep the Purchaser apprised of the status thereof, and will allow the Purchaser to participate in any discussions or negotiations relating to such consents. The Purchaser agrees to furnish the Vendors with financial and other information relating to the Purchaser reasonably requested by the parties from whom the consent is being obtained. In obtaining such consents, the Vendors will not agree to (i) any modifications of any material terms of any Contracts or any terms of any Permits, including Conifex Group Environmental Permits, or (ii) the payment of any sums to obtain such consents, in each case, without the written consent of the Purchaser.
Sample 1
Consents Not Obtained at Closing. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 5.22, if (i) at the Closing the sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset requires the consent, authorization, approval or waiver of a Person who is not a Party or an Affiliate of a Party (including any Governmental Authority) that has not been obtained, (ii) each Party has complied in all material respects with its obligations under Section 5.1 with respect to such consent, authorization, approval or waiver, and (iii) the Parties have each waived in writing the applicable conditions in ARTICLES VI and VII, as applicable, as with respect to such consent, authorization, approval or waiver, then (A) this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof, and (B) following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver; provided, however, that neither Party shall be required to pay any consideration therefor. Once such consent, authorization, approval, or waiver is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval or waiver relates for no additional consideration. Applicable Transfer Taxes imposed by any Governmental Authority in connection with such sale, assignment, transfer, conveyance or license shall be borne equally between the Parties in accordance with Section 5.9.
Sample 1
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Consents Not Obtained at Closing. (i) To the extent any Contract that was purportedly assigned by Seller in connection with the Closing is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bill of Sale, nor the Assignment and Assumption Agreement shall constitute an assignment or an attempted assignment of such Contract. After the Closing, Seller shall use all commercially reasonable efforts, and Buyer shall cooperate with Seller at Seller’s expense, to obtain any consents and waivers necessary to convey to Buyer all Contracts intended to be included in the Purchased Assets.
Sample 1
Consents Not Obtained at Closing. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not effectuate the assignment or transfer any instrument, contract, lease, permit or other agreement or arrangement or any Claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party or governmental approval would constitute a breach or violation thereof or affect adversely the rights of Buyer or any Seller thereunder; and any transfer or assignment to Buyer by Sellers of any interest under any such instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party or governmental approval shall be made subject to such consent or approval being obtained. In the event any such consent or approval has not been obtained on or prior to the Closing Date, the Sellers shall use commercially reasonable efforts to (i) provide to the Buyer the benefits of any such instrument, contract, lease, permit, agreement, arrangement or claim, right or benefit and (ii) cooperate with the Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to the Buyer. Nothing in this Section 12.02 shall be deemed to constitute a limitation on Sellers’ obligation to disclose any matter in Section 4.03(a) or Section 4.03(b) of the Disclosure Letter, any matter which would be required to be disclosed, but for the application of this Section 12.02.
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Related to Consents Not Obtained at Closing

  • 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:

  • 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:

  • 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.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (except for such as may be properly obtained subsequent to the Closing).

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Consents Obtained All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company or the Surviving Corporation.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Consents and Approvals of Third Parties BHLB shall use its commercially reasonable efforts, and shall cause each BHLB Subsidiary to use its commercially reasonable efforts, to obtain as soon as practicable all consents and approvals of any other Persons necessary for the consummation of the transactions contemplated by this Agreement.

  • Consents, etc Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

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