Consents; Releases. The Seller will use reasonable efforts during the Pre-Closing Period to obtain the Seller Required Approvals; provided, however, that none of the Seller or the Purchaser nor any of their respective Affiliates shall be required to pay any consideration to obtain any Seller Required Approvals other than, in the case of any Seller Required Approval that is a consent relating to a contract, any de minimis fees, expenses or other consideration or other fees or expenses required to be paid pursuant to the express provisions of such contract, which consideration, fees or expenses shall be paid by the Seller, or, in the case of any Seller Required Approval that is a Governmental Authorization, any filing, recordation or similar fees which shall be shared equally by the Seller and the Purchaser. The Purchaser will cooperate fully with the Seller, and will provide the Seller with such assistance as the Seller may reasonably request, for the purpose of (a) attempting to obtain the Seller Required Approvals; and (b) arranging for the Seller to be released and discharged from its obligations and other liabilities under the Transferred Contracts.
Consents; Releases. (a) Seller and Purchaser agree to use commercially reasonable efforts to obtain from the applicable counterparties under the Timberlands Contracts and the Mineral Leases any required consents to such assignment or transfer to Timberlands III, LLC or Purchaser, as applicable, on or before the Closing Date; provided that neither Seller, Purchaser nor any of their respective Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such authorizations, approvals, consents, negative clearances or waivers; and provided, further, that neither Seller, Purchaser nor any of their respective Affiliates shall be obligated to incur any monetary obligations or expenditures to the parties whose consent is requested in connection with the utilization of its commercially reasonable efforts to obtain any such required consents.
Consents; Releases. The Seller and the Shareholder shall use all commercially reasonable efforts to cause the Seller to receive all Consents on or prior to the Closing Date, each of which Consents are set forth in section 5.4(b) of the Disclosure Letter. At or prior to the Closing, the Shareholder and the Seller shall cause the Business and the Acquired Assets to be released from all liabilities, liens or other obligations not constituting an Assumed Liability, a schedule of which is set forth in section 7.13 of the Disclosure Letter.
Consents; Releases. Prior to or at the Closing, Seller shall: (i) obtain the release of all Liens in the Stock and other Assets of the Companies securing Debts of Seller or any Affiliate (other than a Company) of Seller (including, without limitation Liens held by lenders pursuant to the Chemical Agreements); and (ii) use commercially reasonable efforts to obtain such Material consents or waivers from third parties necessary to consummate the transactions contemplated hereunder as are set forth in Schedule 5.11.
Consents; Releases. All necessary waivers, permits, consents, approvals or other authorizations set forth on Schedule 8.5 of the Disclosure Schedule and under any applicable U.S. or foreign antitrust laws and all other waivers, permits, consents, approvals or other authorizations, registrations, filings and notices, which are necessary for the consummation of the transactions contemplated by this Agreement or are material to the conduct of the Companies’ businesses, shall have been obtained and true and complete copies thereof delivered to Buyer; provided, however, that with respect to filings under the HSR Act, this condition shall be deemed satisfied upon the expiration of the applicable waiting period without governmental action or upon official notification of the early termination of such waiting period. All Liens on the Securities and all Liens on either Company’s assets securing indebtedness for money borrowed of Seller or the Companies (as listed on Schedule 4.9) shall have been terminated and released, and all Tax-sharing and Tax indemnity agreements between Seller and the Companies shall have been terminated; and evidence thereof, in form and substance reasonably satisfactory to Buyer, shall have been delivered to Buyer.
Consents; Releases. NXP and Trident will use commercially reasonable efforts to obtain prior to the Closing, the NXP Consents and Trident Consents, respectively; provided, however, that neither NXP or Trident nor any of their respective Affiliates shall be required to pay any consideration to obtain any NXP Consents or Trident Consents other than de minimis consideration, fees and expenses required by either the terms of the relevant Contract or the applicable Governmental Authority, which consideration, fees and expenses shall be paid by NXP as to the NXP Consents and Trident as to the Trident Consents. Each of Trident and NXP will cooperate fully with the other Party, and will provide such other Party with such assistance as it may reasonably request, for the purpose of (a) attempting to obtain the NXP Required Consents or Trident Required Consents; and (b) arranging for such Party to be released and discharged from its obligations and other liabilities under the relevant Contracts.
Consents; Releases. To the extent not addressed prior to the date hereof, Seller shall, and Seller shall cause the Company and its Subsidiaries to, notify as promptly as is reasonably practicable, and use commercially reasonable efforts to obtain all consents, authorizations, approvals, waivers and releases required to be given or obtained (pursuant to any applicable Law, Contract or otherwise) by such Person in connection with the Transactions, including (i) from those parties set forth on Section 6.1(c) of the Seller Disclosure Schedule, (ii) pursuant to the Guarantee Releases and Standalone Commercial Agreements and (iii) pursuant to the Material Contracts; provided that without limitation of Buyer’s rights under Section 1.4 or Article VI of this Agreement, the failure of any Person other than Seller, the Company or any of their respective Subsidiaries to execute or otherwise provide any such consent, authorization, approval, waiver or release shall not in and of itself be deemed to be a breach by Seller of its obligations under this Section 5.5 or any other provision of this Agreement. Except as otherwise specifically set forth in this Agreement, in obtaining or seeking to obtain any such consents, authorizations, approvals, waivers and releases, none of Buyer, Seller, the Company or any of the Company’s Subsidiaries shall be required to make any payment of any fee or accept material adverse changes in terms (taken as a whole) in connection with the receipt of such consents, authorizations, approvals, waivers and releases, except as otherwise agreed by Buyer and Seller. Buyer shall cooperate and use commercially reasonable efforts to assist Seller and the Company in giving such notices and obtaining such consents, authorizations, approvals and releases. Seller shall use good faith efforts to obtain the assignment to (and assumption by) the Company of the backstop financing commitments set forth on Section 5.5 of the Seller Disclosure Schedule; provided; however, that such assignment and assumption shall not be a condition to the Closing pursuant to Section 6.1(c) or any other provision in this Agreement; and provided, further, that Buyer shall reasonably cooperate with Seller in connection with such efforts (including meeting with, and providing information reasonably requested by, such third parties). 62587121_2 SV\1145690.24
Consents; Releases. Except for the Consents set forth on Schedule ------------------ 5.13, the Transferors shall cause the Company to receive all Consents on or prior to the Closing Date, each of which Consents is set forth on Schedule 3.4 attached hereto. At or prior to the Closing, the Transferors shall cause the Company and its stock and assets to be released from any and all liabilities, liens or other obligations, a schedule of which are set forth on Schedule 3.12(a), including, without limitation, any and all guarantees under which the Company is a guarantor and any and all obligations of the Company to the Springfield Institution for Savings; provided, however, that, notwithstanding -------- ------- the foregoing, at or before the Closing the Transferors may, in lieu of terminating the Company's obligation to the United States Small Business Administration (the "SBA") and in lieu of the Transferors' obligation pursuant to the foregoing, place in an escrow reasonably satisfactory to MedSource, the Transferee and its lenders an amount equal to the maximum possible obligation of the Company with respect to its guarantee of the note issued by BMD Realty, LLC ("BMD") to the SBA in the principal amount of $518,000, and, if the Transferors place such amount in escrow, they hereby agree, to use their best efforts to cause such obligation of the Company to be terminated promptly after Closing. The Transferee hereby agrees to pay the lesser of one-half of the prepayment penalty of BMD and $16,500 if, and only if, such obligation is terminated on or before June 30, 1999.
Consents; Releases. The Transferor and the Shareholders shall cause ------------------ the Transferor to receive all Consents on or prior to the Closing Date. At or prior to the Closing, the Shareholders and the Transferor shall cause the Business and the Acquired Assets to be released from all liabilities, liens or other obligations not constituting an Assumed Liability.
Consents; Releases. All consents, approvals and releases for the transactions contemplated hereby under the terms of the OSP Contracts or any other related agreement have been obtained in a form satisfactory to the Seller, including without limitation the Consent and Release documents executed by OSP and OSP II which are attached as Exhibits E and F.
