Further Consents to Assignment Sample Clauses
Further Consents to Assignment. To the extent that the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure to have obtained such consent prior to the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (a) this Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent would constitute a breach of such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Asset, and (b) Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent of any expenses incurred by Sellers pursuant to such agreement) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot be made, in lieu of such assignment, (i) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned to Purchaser.
Further Consents to Assignment. As and to the extent any member of the TRW Group will have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Section 4.5 hereof:
(a) the parties will fully cooperate with each other to obtain from such person or persons the consents or approvals (or effective waivers thereof);
(b) if the consent or approval is listed in Appendix G and is not obtained prior to the Closing, then (1) the members of the TRW Group will (x) use 42 50 reasonable efforts to provide the Transaction Companies with an alternative arrangement providing the benefit of all the rights of the members of the TRW Group under such contract, lease, license, permit, approval or similar item including, without limitation, enforcement (at TRW's expense) of any and all rights of the members of the TRW Group against such person as the Transaction Companies may reasonably request and (y) indemnify and hold harmless the Transaction Companies from and against any and all liabilities, damages, losses, claims, costs and expenses (including, without limitation, attorneys' fees and expenses) arising out of or related to the failure to obtain such consent, approval or waiver; (2) Purchaser, in its good faith reasonable judgment, may elect to accept or reject such proposed alternative arrangement; and (3) if Purchaser elects to reject such proposed alternative (or if an alternative is not proposed), such election (or failure to propose an alternative) will be deemed to constitute, pursuant to Section 5.1 hereof, a failure to satisfy a condition to Purchaser's obligation to consummate the transactions contemplated by this Agreement, but will not constitute a breach of covenant or a breach of warranty by any member of the TRW Group; and
(c) if the parties are unable to obtain any consent or approval (or effective waiver thereof) under any of the contracts, leases, licenses, permits, approvals or other similar items constituting part of the Acquired Assets that are not listed in Appendix G, then after the Closing (1) this Agreement will not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item and, in such case, the consummation of the transactions contemplated hereby will not be deemed to constitute su...
Further Consents to Assignment. With respect to any licenses, ------------------------------ permits, authorizations, consents or approvals (or effective waivers thereof) used in the Business or otherwise necessary for the current operations of the Business, the transfer to the Acquisition Sub of the Shares, any Purchased Asset or the operation of the Business or the ownership of the Shares or Purchased Assets by the Acquisition Sub after the Closing which are not obtained by the American Group or the Acquisition Sub at or prior to the Closing: (i) GJ and/or the Acquisition Sub will continue to use reasonable efforts to obtain from the appropriate person or persons the applicable licenses, permits, authorizations, consents or approvals (or effective waivers thereof); and (ii) if GJ and/or the Acquisition Sub are unable to obtain any such license, permit, authorization, consent, approval or waiver, then (a) neither this Agreement nor any instrument or agreement delivered at the Closing shall constitute or be deemed to be a contract to assign or an assignment if an attempted assignment without such license, permit, authorization, consent, approval or waiver would constitute a breach of such item or create in any person the right or power to cancel or terminate such item or a cause of action with respect to such item and (b) GJ will cooperate with the Acquisition Sub in any reasonable arrangement designed to provide the Acquisition Sub with the benefit of the American Group's rights under such item, including enforcement of any and all rights of the American Group against any such person as the Acquisition Sub may reasonably request. ▇▇▇▇▇ and the Acquisition Sub acknowledge and agree that GJ shall have no obligation to transfer or cause the transfer any permit that is not transferable.
Further Consents to Assignment. As and to the extent the parties shall have failed to obtain prior to Closing the consent or approval (or an acceptable effective waiver thereof) of any person or persons in respect of any item from whom such consent is required pursuant to the terms hereof, or shall have failed to obtain any other consent to the assumption of any contract included as a part of the Purchased Assets, if Purchaser shall nonetheless have elected to proceed to purchase the Purchased Assets, at the written request of Purchaser, Seller and Purchaser shall continue to use reasonable efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof). Purchaser shall use reasonable efforts to obtain the consents required by the Sales Contracts and Seller shall use reasonable efforts to assist Purchaser in obtaining consents.
Further Consents to Assignment. 6 3.3 Employees..................................................... 6 3.4
Further Consents to Assignment. As and to the extent the parties shall have failed to obtain any consent to the assumption of any contract included as a part of the Branch Assets or Deposits, Repurchase Agreement or other liabilities assumed under the terms hereof, Seller and Purchaser shall continue to cooperate with each other, and each to use its best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof).
Further Consents to Assignment. As and to the extent Seller shall ------------------------------ have failed to obtain prior to Closing the consent or approval (or an acceptable effective waiver thereof) of any person or persons in respect of any item described in Section 4.1 hereof or the parties shall have failed to obtain any other consent to the assumption of any contract included as a part of the Acquired Assets or Assumed Liabilities, if Purchaser shall nonetheless have elected to proceed to purchase the Acquired Assets, Seller and the Indemnifying Shareholders shall continue to use their best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof).
Further Consents to Assignment. As and to the extent the ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have failed to obtain before Closing the consent or approval (or an effective waiver thereof) of any person or persons with respect to any item described in Section 4.5, the ▇▇▇▇▇ ▇▇▇▇▇▇▇ will at or after the Closing cooperate with Norcross in any reasonable arrangement satisfactory to the parties designed to provide Norcross with the benefit of the North Safety Companies' rights under such item, including enforcement (at Norcross' expense) of any and all rights of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ against such person as Norcross may reasonably request.
Further Consents to Assignment. As and to the extent Seller shall ------------------------------ have failed to obtain prior to Closing the consent or approval (or an acceptable effective waiver thereof) of any person or persons in respect of any item described in Section 4.1 hereof or the parties shall have failed to obtain any other consent to the assumption of any contract included as a part of the Acquired Assets or Assumed Liabilities, if Purchaser shall nonetheless have elected to proceed to purchase the Acquired Assets, Seller and the Indemnifying Shareholders shall continue to use their best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof).