CONTRACTS AND THIRD PARTY CONSENTS Sample Clauses

The "Contracts and Third Party Consents" clause defines the obligations of the parties regarding obtaining necessary approvals or permissions from third parties that may be affected by the contract. In practice, this clause typically requires one or both parties to secure consents from other entities—such as landlords, licensors, or regulatory bodies—before certain actions under the contract can proceed. For example, if a business is being sold, the seller may need to obtain consent from key customers or suppliers to assign contracts to the buyer. The core function of this clause is to ensure that all relevant third-party agreements are honored and that the contract's implementation does not inadvertently breach existing obligations, thereby reducing the risk of disputes or unenforceable terms.
CONTRACTS AND THIRD PARTY CONSENTS. 9.1 From the Completion Date the Purchaser shall perform, fulfil and discharge the obligations of the Seller pursuant to the Contracts (other than in respect of any breach, act, omission or neglect by the Seller or to the extent any liability under the Contracts had accrued due prior to the Completion Date) and the Purchaser shall be entitled to the benefit of the Contracts. 9.2 Subject to Clause 10.1, the Purchaser shall from the Completion Date indemnify and keep indemnified the Seller against all actions, proceedings, liabilities, claims, demands, losses, costs and expenses or other liability whatsoever arising from the acts or omissions of the Purchaser in relation to any of the Contracts on or after the Completion Date. 9.3 All Contracts which are capable of assignment without the need for any third party consent shall hereby be assigned. 9.4 To the extent that any of the Sale Assets are not assignable without the consent of another party or without an agreement of novation, this Agreement shall not constitute an assignment or an attempted assignment if such assignment or attempted assignment would constitute a breach of that agreement. 9.5 In the event that such consent or novation is required, the Seller and the Purchaser shall use all reasonable endeavours to obtain any required consent or novation as soon as reasonably practicable. 9.6 Unless and until such consent shall be forthcoming and the relevant agreement shall have been assigned or novated the Seller shall remain liable under such agreement as a contracting party (and will enforce at the Purchaser's request any and all rights of the Seller against the other party to the contract) but the Purchaser shall indemnify the Seller in respect of it and shall perform the obligations under such agreement as agent for the Seller who shall account to the Purchaser for all sums received from that agreement. 9.7 If such consent or novation is not obtained, the Seller will co-operate with the Purchaser in any reasonable arrangements designed to provide for the Purchaser all the benefits under any of the contracts, including enforcement of any and all rights of the Seller against the other party to the contract arising out of the cancellation by such other party or otherwise.
View SourceView Similar (3)
CONTRACTS AND THIRD PARTY CONSENTS. To the extent that a Seller’s rights under any Assumed Contract constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to Buyer without the consent of another person that has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller Parties, at their expense, shall use their commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair B▇▇▇▇’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer (including, without limitation, entering into a transition services agreement pursuant to which the applicable Seller would provide the benefits of the Purchased Assets until the necessary consents have been obtained). Notwithstanding anything to the contrary contained in this Section 1.4, nothing herein shall be deemed to require Buyer to proceed to Closing in the event any Required Consents (as defined in Section 2.5) are not obtained.
View SourceView Similar (2)
CONTRACTS AND THIRD PARTY CONSENTS. 12.1 Where any consent or agreement of any third party is required to enable the Relevant Buyer to perform any Contract after Completion or to enable the relevant member of the Sellers' Group to assign or novate the benefit or burden of any Contract to the Relevant Buyer, then the following provisions shall apply: 12.1.1 this Agreement shall not constitute an assignment or an attempted assignment of the particular Contract if or to the extent that such an assignment or attempted assignment would constitute a breach of such Contract;
View Source
CONTRACTS AND THIRD PARTY CONSENTS. 31 13. EMPLOYEES......................................................32 14.
View Source
CONTRACTS AND THIRD PARTY CONSENTS. 10 10. Apportionments........................................................
View Source
CONTRACTS AND THIRD PARTY CONSENTS 
View SourceView Similar (2)

Related to CONTRACTS AND THIRD PARTY CONSENTS

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.