Third Party Consents and Notices. (a) As soon as practicable following the date hereof, the Company shall use its commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its subsidiaries’ respective material Contracts required to be obtained in connection with the consummation of the Transactions, including those set forth on Section 5.7 of the Company Disclosure Letter.
Third Party Consents and Notices. The Company shall have delivered to Parent copies of consents (signed by the applicable third Person) or notices, as applicable, provided to the third Persons specified or referenced in Section 6.2(f) of the Company Disclosure Schedule with respect to the consummation of the Transactions in a form that is reasonably acceptable to Parent.
Third Party Consents and Notices. 6.2.1. Seller will use its reasonable best efforts to obtain all Third Party Consents as promptly as practicable after the date of this Agreement. All Third Party Consents shall be in form reasonably satisfactory to Purchaser, and none shall provide for any increase in cost or other change in terms and conditions after the Closing which would be adverse to Purchaser.
Third Party Consents and Notices. (a) As soon as practicable following the date hereof, Nova shall use its commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the Transactions, including those set forth on Section 2.3(b) of Nova Disclosure Letter.
Third Party Consents and Notices. If there is either a notice required to be given to any Third Party or any consent from any Third Party is needed, in each case in connection with the provision of any Transition Service (including in connection with granting Purchaser a license or sublicense to any Third-Party intellectual property or software) (any such notice or consent, a “Necessary Notice and Consent”), Iconix shall use commercially reasonable efforts to provide such notices and obtain such Necessary Notice and Consent in order to provide such Transition Service and in the event that any such Necessary Notice and Consent is not obtained then, unless and until such Necessary Notice and Consent is obtained, the Parties shall cooperate with each other in achieving a reasonable alternative arrangement to the affected Transition Services that does not materially increase the costs to Iconix or its Affiliates or Purchaser in providing or receiving such Transition Services, as applicable; provided that Iconix shall not be required to commence or participate in any litigation to obtain any Necessary Notice and Consent or pay any additional amounts that materially increase the cost of providing the Transition Services. Neither Iconix nor any of its Affiliates shall be deemed to be in breach of this Agreement if it fails to perform based on a reasonable belief that it does not have the necessary licenses or rights to Third Party software or technology.
Third Party Consents and Notices. All of the Consents set forth on Schedule 10.3(d) shall have been obtained.
Third Party Consents and Notices. Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain any consents under any Material Contract that are required as a result of the Transactions, as set forth on Section 4.03(b) of the Seller Disclosure Letter; provided, however, that the Company and Purchaser shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from parties to any Material Contract in connection with consummation of the Transactions and in seeking any such actions, notices, consents, approvals or waivers. Assuming the Company has complied with this Section 6.13 in all material respects, obtaining any consents, approvals or waivers shall not, in and of itself, be a condition to Closing; provided that all consents and approvals relating to the Indebtedness listed on Section 4.05(c)(iii) of the Seller Disclosure Letter shall be obtained by the Seller Representative such that all such Indebtedness shall continue after the Closing on the same terms and conditions as prior to Closing.
Third Party Consents and Notices. (a) Following consultation with Buyer, the Company shall use commercially reasonable efforts to obtain prior to the Closing, and, to the extent obtained, deliver to Buyer at or prior to the Closing, all consents, waivers and approvals under each Contract listed or described on Schedule 6.07(a) of the Disclosure Schedule (and any Contract entered into after the Agreement Date that by its terms requires the counterparty’s prior written consent to the Interest Purchase) (the “Third-Party Consents”). Buyer shall reasonably cooperate with the Company in obtaining the Third-Party Consents, including by providing information about Buyer reasonably requested by the Company in connection with obtaining the Third-Party Consents and agreeing to the Company’s disclosure of such information (including the Buyer Financial Statements) to the applicable counterparty for purposes of obtaining the Third-Party Consents.
Third Party Consents and Notices. Prior to the Closing Date, Seller shall give any notices to third parties, and use commercially reasonable efforts to obtain any consents under any Material Contract that are required as a result of the Transactions, including Contracts set forth on Section 5.15 of the Seller Disclosure Letter; provided, however, that Seller and Purchaser shall coordinate and cooperate in determining whether any actions, notices, consents, approvals or waivers are required to be given or obtained, or should be given or obtained, from parties to any Material Contract in connection with consummation of the Transactions and in seeking any such actions, notices, consents, approvals or waivers. Assuming Seller has complied with this Section 5.15 in all material respects, obtaining any consents, approvals or waivers shall not, in and of itself, be a condition to Closing.
Third Party Consents and Notices. Caterpillar and its Affiliates (a) shall have obtained or caused to be obtained, each consent or approval set forth under “Consents” in Section 5.2.3(a) of the Caterpillar Disclosure Schedule, and (b) shall have provided or caused to be provided, all notices set forth under “Notices” in Section 5.2.3(b) of the Caterpillar Disclosure Schedule and shall have received no notices of termination, acceleration, amendment or cancellation as a result of any such notice.
