Contract Consents. Any and all requisite consents, waivers or authorizations from third parties required for the assumption by the Purchaser of the assumed contracts shall have been obtained without any adverse effect on the terms of such contracts.
Contract Consents. Except as set forth on Schedule 3.1.2(b) (the items so listed are collectively referred to as the “Seller Contract Consents”), there are no Contracts to which Seller is a party with respect to which (i) a third party must provide a consent to the deemed assignment of such Contract to Purchaser, or (ii) a third party consent is necessary for the performance by Seller of its obligations under this Agreement.
Contract Consents. The third party consent set forth in Schedule 6.3(e) shall have been obtained.
Contract Consents. Except as set forth on Schedule 3.2.5 (the items so listed are collectively referred to as the “Susanville Contract Consents”), and except for such consents or approvals which, if not made or obtained prior to Closing, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the transfer of any LLC Interests as contemplated by this Agreement or to consummate the transactions contemplated hereby or a material adverse effect on the business, operations, assets or condition (financial or otherwise) of Susanville, there are no Contracts to which Susanville is a party with respect to which (a) a third party must provide a consent to a deemed assignment of such Contract to Purchaser, or (b) a third party consent is necessary for the consummation of the transactions contemplated hereby.
Contract Consents. The Company shall have obtained or made, and shall have provided Parent and Merger Sub with copies of, all Contract Consents and Contract Notices set forth on Schedule 4.5, other than those which, if not obtained or made (as the case may be) would not, either individually or in the aggregate, (i) have a material adverse effect on the transactions contemplated hereby or (ii) assuming consummation of the Merger, have a Company Material Adverse Effect or a Parent Material Adverse Effect, as of or after the Effective Time.
Contract Consents. Target shall use its commercially reasonable efforts to obtain all of the consents set forth in Section 3.15(b) of the Target Disclosure Schedule.
Contract Consents. Buyers shall cooperate reasonably with Sellers in obtaining consents from third parties under Contracts requiring consent to assignment; provided, however, in connection with such consents, Buyer shall not be required to acquiesce to amendments to Contracts or other terms that require the payment of additional money or other material undertakings by Buyers as a condition for such consent.
Contract Consents. In the case of any Assumed Contract that by its terms requires the consent or approval of a third party in connection with the transfer by a Seller to Buyer, Sellers will use their commercially reasonable efforts to obtain or cause to be obtained in writing prior to the Closing Date any such consents and approvals necessary to convey the benefits thereof. During such period in which any required consent or approval relating to the applicable Assumed Contract has not been obtained after Closing, Sellers will use their commercially reasonable efforts to make such arrangements as may be necessary for Buyer to receive all the net economic benefits of, and assume all obligations under, such Assumed Contracts accruing on or after the Closing Date, including, without limitation, at the option of Buyer, subcontracting the customer contract to Buyer (or an Affiliate thereof) and invoicing the customer and remitting the net proceeds to Buyer or its selected Affiliate. For the avoidance of doubt, for purposes of this Section 2.5, commercially reasonable efforts shall not require Seller to make any payments to any party.
Contract Consents. No approval, authorization, consent, permission, or waiver to or from, or notice, filing, or recording to or with, any person is necessary for (1) the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby or thereby by Seller or the consummation by Seller of the transactions contemplated hereby; (2) the transfer and assignment to Buyer at Closing of the Contracts, or the Insurance Policies, or (3) the ownership and use of the Assets (including by Buyer).
Contract Consents. All Contract Consents that are referred to on Schedule 5.4 and that, if not obtained or given, would have, or could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, shall have been obtained or given.
