Lease Consents. Prior to the time at which Parent's designees shall constitute a majority of the members of the Board of Directors of the Company, the Company or its relevant Subsidiary shall use its commercially reasonable efforts to obtain any consent necessary as a result of the execution, delivery, performance or consummation of this Agreement and the transactions contemplated hereby with respect to leases to which the Company or any of its Subsidiaries is a party or by which the assets or properties of the Company or any of its Subsidiaries is bound.
Lease Consents. (a) CSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) the assignment of the Lease by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consents.
Lease Consents. If, with respect to any Property Transaction, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing by the Landlord or the Landlord does not respond to the request for such Lease Consent, Parent and SpinCo shall cooperate in good faith and use commercially reasonable efforts to determine (i) whether to continue to proceed with the Property Transaction; or (ii) how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each Party, the size of the applicable Property, the number of employees of each Party at the applicable Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each Party in the event any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Required Consent Lease, restructuring a proposed lease assignment to be a sublease and relocating one Party or entering the TSA. If the parties cannot agree in good faith as to the allocation of the applicable Property, such dispute shall be resolved in accordance with Article XI, Section 11.02 (Dispute Resolution) of the Separation Agreement.
Lease Consents. Prior to the Closing Date, the Company or its relevant Subsidiary shall obtain any consent necessary as a result of the execution, delivery, performance or consummation of this Agreement and the transactions contemplated hereby with respect to the leases set forth in Section 4.5(a) to the Company Disclosure Schedule. -45-
Lease Consents. The Partnership agrees that, to the extent any material real property lease that constitutes part of the Acquired Assets requires the consent of the lessor to transfer such lease to the applicable Partnership Entity in accordance with the Purchase and Sale Agreement or the Contribution Agreement and such consent has not been obtained on or before the Closing Date, the Partnership shall use its commercially reasonable efforts to cause the Parent Seller Entities to obtain such consent as promptly as practicable after the Closing Date.
Lease Consents. Seller shall use commercially reasonable efforts to obtain the Lease Consents and deliver executed copies thereof at Closing, subject to Buyer’s obligation to cooperate in obtaining such consents as contemplated in Section 5.1(e). The Leased Real Properties subject to any Lease Consents for which no such consent is delivered at Closing shall be Excluded Properties, and such Excluded Properties shall be transferred to a Transferee prior to Closing and the Purchase Price shall be reduced in accordance with Schedule 6.5(b).
Lease Consents. The Purchaser has been informed that the Vendor will not obtain consents or approval with respect to the Leases because there will be no effective change of control of the Corporation. A failure to obtain any required consents with respect to the Leases shall not constitute a breach of this Agreement, unless such failure results in a Material Adverse Change.
Lease Consents. Consent of the lessor under the office leases designated as "Material Consent Leases" in Section 3.4 of FrontierVision's Disclosure Schedule shall have been obtained.
Lease Consents. The landlord of the Company's headquarters -------------- facility shall have consented to the Merger in accordance with the terms of applicable leases.
Lease Consents. Vialta will take or cause its applicable Subsidiary to take such commercially reasonable steps to obtain the Lease Consents as to each Relevant Lease, to wit:
