Obligation to obtain Third Party Consents. In relation to any Contract which is not assignable or transferable (whether by sub-contracting or otherwise) without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and the Seller and the Relevant Purchasers shall each use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents on terms reasonably acceptable to the Relevant Purchasers and the Seller as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Relevant Purchasers, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and an assignment duly executed by the appropriate parties.
Obligation to obtain Third Party Consents. 4.1 Subject to paragraphs 3.4 and 4.4, in relation to any Transferred Contract (excluding, for the purposes of this Schedule, any Product Approval) or Transferred Intellectual 110 Property Contract or rights in a Co-Owned Transferred Product Intellectual Property Right which is not assignable or sub-licensable without a Third Party Consent or a Separation of a Shared Business Contract which is not separable without a Third Party Consent, this Agreement shall not be construed as an assignment, an attempted assignment, a sub-licensing or an attempted sub-licensing and the Seller and the Purchaser shall each use their respective reasonable endeavours both before and after Closing (or, in the case of OBM Intellectual Property Contracts, before and after the OBM Transfer Date) to obtain all necessary Third Party Consents as soon as possible and shall keep the other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent.
Obligation to obtain Third Party Consents. 4.1 In relation to any:
Obligation to obtain Third Party Consents. 2.1 In relation to any:
Obligation to obtain Third Party Consents. 2.1 In relation to any Transferred Contract (excluding, for the purposes of this Schedule 10, any Product Approval or Product Application) or Transferred Intellectual Property Contract or Co-Owned Vaccines Group Intellectual Property Right or Transferred Plant and Equipment which is not assignable or sub-licensable without a Third Party Consent or a Separation of a Shared Business Contract which is not separable without a Third Party Consent, this Agreement shall not be construed as an assignment, an attempted assignment, a sub-licensing or an attempted sub-licensing and the Seller and the Purchaser shall each use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep the other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent.
Obligation to obtain Third Party Consents. 5.1 Subject to paragraph 3, in relation to any Transferred Contract (excluding, for the purposes of this Schedule 10, any Product Approval or Product Application) or Transferred Intellectual Property Contract or Co-Owned Vaccines Group Intellectual Property Right or Transferred Plant and Equipment which is not assignable or sub-licensable without a Third Party Consent or a Separation of a Shared Business Contract or a Mixed Contracts Separation of a Mixed Contract which is not separable without a Third Party Consent, this Agreement shall not be construed as an assignment, an attempted assignment, a sub-licensing or an attempted sub-licensing and the Seller and the Purchaser shall each use their respective reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep the other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent. 150
Obligation to obtain Third Party Consents. 1.1 In relation to any Contract which is not assignable without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and the Seller and the relevant Business Purchaser shall each use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the relevant Business Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and a transfer or assignment, as appropriate, duly executed by the appropriate parties.
Obligation to obtain Third Party Consents. 1.1 The Seller shall use reasonable endeavours both before and after Closing to procure all necessary Third Party Consents to achieve the novation (and in the event that a novation is not acceptable to any third party counterparty to any Non-Transferring Contract, the assignment or other transfer) from the relevant Group Company (the “Transferor”) to the relevant member of the Retained Group (the “Transferee”) of each Non-Transferring Contract and shall keep the Purchaser informed of progress in obtaining such Third Party Consents.
Obligation to obtain Third Party Consents. 6.12.1 It is acknowledged that, in effecting the Disentanglement, the transfer, pursuant to this Agreement, of Contracts may be subject to Third Party Consents. NXP shall request ST to give its prior approval prior to obtaining the Third Party Consents of certain material Contracts. Insofar as a Third Party Consent has not been obtained in relation to a Contract, other than a Project Contract, prior to Closing, except as otherwise mutually agreed between the Parties, the Parties shall use their reasonable best efforts to obtain such Third Party Consent as soon as practicable after the Closing Date.
Obligation to obtain Third Party Consents. 2.1 In relation to any Contract which cannot be assigned or transferred without a Third Party Consent or without breaching any relevant Law and Regulations, this Agreement shall not be construed as an assignment or transfer or an attempted assignment or transfer and the Relevant Purchaser shall, and the relevant Business Transferor shall or procure that the relevant member of the RBSG Group shall, work in collaboration (including providing any information reasonably requested by another party) and each use all reasonable endeavours. both before and after Closing, to obtain all necessary Third Party Consents, satisfy any relevant Law and Regulations and procure the execution of any necessary documents (as applicable) as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents and the satisfaction of such Law and Regulations. The relevant Business Transferor shall deliver to the Relevant Purchaser or provide evidence to the Relevant Purchaser of, on Closing or, if later, as soon as practicable after receipt, any Third Party Consent, evidence of the satisfaction of any relevant Law and Regulations which are applicable to the relevant Business Transferor and/or a transfer, novation or assignment (as the case may be) in respect of the Contract to which that Third Party Consent relates, duly executed by the relevant Business Transferor and appropriate third party or parties. Following Closing, the Relevant Purchaser shall provide the relevant Business Transferor with reasonable access to systems, records, information and personnel to enable the Business Transferor to obtain evidence of all such Third Party Consents to the extent that the express written consent of the counterparty to the relevant Contract has not been obtained prior to Closing.
