Party Consents. Upon the terms and subject to the conditions set forth in this Agreement, Parent or Seller shall use (and shall cause the Company to use) their reasonable best efforts to obtain any Consents required under any Contracts to which the Company is a party from third parties in connection with the consummation of the Transactions at or prior to the Closing. In connection therewith, Parent and Seller shall not, and shall cause the Company not to, without the prior written consent of Purchaser, (a) make any payment of a Consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of value, (b) materially amend, supplement or otherwise modify any such Contract or (c) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any third-party Consents; provided, however, that Purchaser may compel Parent or Seller to cause the Company to take any of the actions referred to in this sentence if such actions are only effective after the Closing. Parent and Seller shall (and shall cause the Company to) keep Purchaser reasonably informed regarding the process of obtaining such third-party Consents.
Party Consents. Buyer shall use all commercially reasonable efforts to obtain all required third-party consents. Buyer shall promptly notify Seller and Genco of any failure or prospective failure to obtain any such consents and, if requested by Seller or Genco, shall provide copies of all such consents obtained to Seller and Genco.
Party Consents. Any and all consents or waivers required from third parties relating to this Agreement or any of the transactions contemplated hereby shall have been obtained.
Party Consents. The receipt of all consents of third parties, including lenders, debentureholders, suppliers, customers, representatives, lessors and licensors as may be required for the consummation of the Complete Transaction.
Party Consents. Neither the nature of its business and the business of its Subsidiaries nor of any of their businesses or properties, nor any relationship between it or any Subsidiary and any other Person, nor any circumstance in connection with the issuance of the Promissory Note nor the performance by it of its other obligations under the Loan Documents, or the consummation of the transactions contemplated under the Loan Documents, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any Governmental Authority or other Person on the part of it as a condition to the execution and delivery of this Agreement or any of the other Loan Documents or the issuance of the Promissory Note other than such consents, approvals, authorizations, notices, filings, registrations or qualifications which shall have been made or obtained on or prior to the Effective Date and such filings under Federal and state securities Laws which are permitted to be made after the Effective Date and which Holdings hereby agrees to file within the time period prescribed by applicable Law.
Party Consents. The Company shall have received duly -------------------- executed copies of all third-party consents and approvals required in connection with the transactions contemplated hereby.
Party Consents. The Company shall have obtained the consents and waivers, in a form reasonably satisfactory to the Purchaser, with respect to the transactions contemplated by this Agreement and the other Seller Documents set forth on SCHEDULE 5C; PROVIDED, HOWEVER, that neither the Company, Freeman nor the Purchaser shall be obligated to pay any consideration xxxxxxxr to any third party from whom consent or approval is requested (other than the payment of filing fees, recording fees and other similar administrative fees).
Party Consents. Parent shall have been furnished with -------------------- evidence satisfactory to it that the Company has obtained all required consents, approvals and waivers of third parties necessary to consummate the Merger.
Party Consents. All consents or approvals of all persons required for the execution, delivery and performance of this Agreement and the consummation of the Merger, including, but not limited to, the consents or approvals of all counterparties to existing material business contracts that contain provisions requiring that such consent or approval be given, and the Governmental Approvals referenced in Section 4.1(c) hereof shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a material adverse effect on the Surviving Corporation as the parties shall reasonably and in good faith agree.
Party Consents. Any and all consents or waivers required from third parties relating to the performance by Purchaser of its obligations hereunder shall have been obtained. Cash Consideration. Purchaser shall have tendered the Cash. Warrant. Purchaser shall have issued the Warrant to Seller.
