Common use of Seller to Use Reasonable Efforts Clause in Contracts

Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred or conveyed to Buyer, if applicable, any of its rights in and to any of the Contracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or convey to Buyer, if applicable, each such Contract as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Buyer to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of Buyer. In the event Seller obtains consent to assignment of a Contract prior to the Closing, Buyer shall assume, as of Closing, all obligations of Seller thereunder which arise before, at or after the Closing, as though no consent was required.

Appears in 7 contracts

Samples: Purchase, Sale and Transfer Agreement, Asset Sale, Purchase and Transfer Agreement (Bidgive International Inc), Asset Sale, Purchase and Transfer Agreement (Great East Bottles & Drinks (China) Holdings, Inc)

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Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred or conveyed to BuyerBuyer or a Designee, if applicable, any of its rights in and to any of the Contracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or convey to BuyerBuyer or a Designee, if applicable, each such Contract as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Buyer Seller to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of Buyerboth Buyer and, if applicable, a Designee. In the event Seller obtains consent to assignment of a Contract prior to the Closing, Buyer shall assume, as of Closing, all obligations of Seller thereunder which arise before, at or after the Closing, as though no consent was required.

Appears in 1 contract

Samples: Asset Sale, Purchase and Transfer Agreement (Melo Biotechnology Holdings Inc.)

Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred or conveyed to BuyerBuyers, if applicable, any of its rights in and to any of the Contracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer Buyers shall reasonably cooperate with Seller, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or convey to BuyerBuyers, if applicable, each such Contract as soon as practicable; provided, however, that neither Seller nor Buyer Buyers shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Buyer Buyers to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of BuyerBuyers. In the event Seller obtains consent to assignment of a Contract prior to the Closing, Buyer Buyers shall assume, as of Closing, all obligations of Seller thereunder which arise before, at or after the Closing, as though no consent was required.

Appears in 1 contract

Samples: Asset Sale, Purchase and Transfer Agreement (Asian Trends Media Holdings, Inc)

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Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred transferred, or conveyed to Buyer, if applicable, any of its rights in and to any of the Contracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, Seller to obtain all necessary approvals, consents consents, or waivers, waivers or to resolve any impracticalities of transfer necessary to assign or convey to Buyer, if applicable, each such Contract as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which Buyer shall be paid by Buyer pay to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of the Buyer. In If the event Seller obtains consent to the assignment of a Contract prior to before the Closing, Buyer shall assume, as of Closing, all obligations of Seller thereunder which arise before, at at, or after the Closing, as though no consent was required.

Appears in 1 contract

Samples: Asset Purchase Agreement (Better for You Wellness, Inc.)

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