Reasonable Commercial Efforts. Each of Seller and Buyer, at the request of the other, shall use all commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all rights and obligations under agreements, leases, licenses and other obligations or liabilities of any nature whatsoever that constitute Transferred Liabilities or to obtain in writing the unconditional release of all parties to such arrangements other than Buyer, so that, in any such case, Buyer and its Subsidiaries shall be solely responsible for such liabilities; provided, however, that none of Seller, Buyer and their respective Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp), Asset Purchase Agreement (Tality Corp)
Reasonable Commercial Efforts. Each of Seller and Buyer, at the request of the other, shall use all commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all rights and obligations under agreements, leases, licenses and other obligations or liabilities of any nature whatsoever that constitute Transferred Liabilities or to obtain in writing the unconditional release of all parties to such arrangements other than Buyer, so that, in any such case, Buyer and its Subsidiaries shall be solely responsible for such liabilities; providedPROVIDED, howeverHOWEVER, that none of Seller, Buyer and their respective Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cadence Design Systems Inc), Asset Purchase Agreement (Cadence Design Systems Inc)
Reasonable Commercial Efforts. Each of Seller and Buyer, at the request of the other, shall use all commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate all rights and obligations under agreements, leases, licenses and other obligations or liabilities of any nature whatsoever that constitute Transferred Liabilities or to obtain in writing the unconditional release of all parties to such arrangements other than Buyer, so that, in any such case, Buyer and its Subsidiaries shall be solely responsible for such liabilities; provided, however, that none of Seller, Buyer and their respective Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such consents, approvals, substitutions and amendments are requested.consideration
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