Contracts; Permits Clause Samples

Contracts; Permits. 7.5.1 To the extent that there are Permits and Contracts or other Acquired Assets relating to the Business which are not assignable without the consent or approval of Persons other than Seller (the “Non-Transferable Assets”), and such consents or approvals are not obtained on or prior to the Closing Date, this Agreement and the Closing shall not constitute an assignment or agreement to assign such Non-Transferable Assets without such consent or approval. To the extent such consents or approvals are not obtained on or prior to the Closing Date, Seller will use its commercially reasonable efforts to obtain such consents or approvals following the Closing. 7.5.2 Seller agrees to cooperate in good faith with Buyer to enter into any reasonable arrangement (provided that Buyer shall reimburse Seller for any reasonable and documented out of pocket costs or expenses incurred in performing its obligations under such arrangement) designed to provide Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit and at the expense of Buyer of any rights previously enjoyed by Seller in connection with any such assets. Provided that Seller performs its obligations under the preceding sentence, Seller shall not be deemed to be in breach of any of its obligations under this Agreement by reason of the failure to obtain any consent or approval so long as Seller complies with those provisions of this Agreement obligating it to use the efforts specified in Section 7.1.3 and this Section 7.5, as applicable, to obtain such consent or approval. 7.5.3 To the extent Buyer is provided the benefits pursuant to this Section 7.5 of any such Non-Transferable Asset, Buyer shall perform the obligations of Seller under or in connection with any such Non-Transferable Asset.

Contracts; Permits. Annex III lists each material contract or agreement pertaining to the Venture and having a financial obligation in excess of $500,000 or a term of more than one year to which the Companies or the Venture is a party or by which any of the assets of the Companies or the Venture are bound (collectively, the “Material Contracts”), and each material permit, license, lease or similar document pertaining to the Venture to which the Companies or the Venture is a party or by which any of the assets of the Companies or the Venture are bound (“Material Permits”). Kennecott has made or will make available to Buyer copies of the Material Contracts and the Material Permits that will continue on behalf of the Venture following the Closing. Neither the execution of this Agreement, nor the Closing, nor any of the other transactions contemplated hereby shall require any consent or approval or give rise to any breach, termination, adjustment, fee, or escalator under any of the Material Contracts and Material Permits. None of the Companies has received any notice in writing that remains outstanding asserting a material breach of any of the Material Contracts or the Material Permits.

Contracts; Permits. The transfer shall be in compliance with all provisions of contracts and agreements to which the Joint Venture is a party and with all regulatory permits, licenses and certificates issued to the Joint Venture (or consents or waivers with respect thereto shall have been obtained by the transferor Joint Venturer), and shall not materially adversely affect the interests of the Joint Venture with respect to any of them;

Contracts; Permits. (i) Each of the Companies and their Subsidiaries have all of the Contracts necessary to operate and manage the Properties in all material respects in the manner in which they are currently being operated and managed, such Contracts are in full force and effect in all material respects, none of the Companies or their Subsidiaries are in default of any of their material obligations under any such Contracts, and, to the BOP JV Entities’ actual knowledge, no other party to any such Contract is in default of any of its material obligations under such Contracts. (ii) To the knowledge of the BOP JV Entities, except as set forth on Schedule 3.1.7(ii), all Permits have been obtained and are in full force and effect in all material respects.

Contracts; Permits i. Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out Oracle's functions hereunder and as may otherwise be required in connection with the repair and maintenance of the Building and performance of the Services. A schedule of all real estate and personal property taxes and assessments will be provided to NCI on an annual basis. All notices or copies of such will be forwarded to NCI. All such contracts, agreements and other records and data at all times shall be the property of NCI (or of Oracle, as the tenant under the Master Lease). ii. Retain and maintain in effect any permits and occupancy certificates required for the operation and occupancy of the Building, and act as a liaison between NCI and the City of Redwood City and all other entities claiming jurisdiction over the Building. If the cost of compliance exceeds $1,000 in any single instance NCI will be notified immediately for prior approval.

Contracts; Permits. To the extent that there are Permits or Assumed Contracts relating to the Business which are not assignable without the consent or approval of Persons other than Seller (the “Non-Transferable Assets”), and such consents or approvals are not obtained on or prior to the Closing Date, this Agreement and the Closing shall not constitute an assignment or agreement to assign such Permits or Contracts without such consent or approval. Following the Closing Date, Seller agrees to cooperate in good faith with Buyer to enter into any reasonable arrangement designed to provide Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit of any rights previously enjoyed by Seller in connection with any such assets. To the extent Buyer is provided the benefits pursuant to this Section 7.4 of any such Permit or Contract, Buyer shall perform the obligations of Seller under or in connection with any such Permit or Contract.

Contracts; Permits. To the extent that there are Permits, Assumed Contracts or Assumed Seller Plans relating to the Business which are not assignable without the consent or approval of Persons other than Seller (the “Non-Transferable Assets”), and such consents or approvals are not obtained on or prior to the Closing Date, this Agreement and the Closing shall not constitute an assignment or agreement to assign such Permits, Contracts or Assumed Seller Plans without such consent or approval. Following the Closing Date, the Seller agree to cooperate in good faith with Buyer to enter into any reasonable arrangement designed to provide Buyer the benefit of such Non-Transferable Assets, including the enforcement for the benefit of any rights previously enjoyed by Seller in connection with any such assets. To the extent Buyer is provided the benefits pursuant to this Section 7.4 of any such Permit or Contract, Buyer shall perform the obligations of Seller under or in connection with any such Permit, Contract or Assumed Seller Plan.

Contracts; Permits