THIRD PARTY CONSENTS; CLOSING CONDITIONS Sample Clauses

THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Each of Purchaser and Seller covenants and agrees that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the Assets, including the furnishing of financial and other information specifically with respect to Purchaser or Seller, as the case may be, reasonably required by the person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any of the Assets to be sold, assigned, transferred or conveyed to Purchaser, or any claim, right or benefit arising thereunder or resulting therefrom (individually, an "Interest" and collectively, the "Interests"), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental unit), and such approval, consent or waiver has not been obtained, or if such sale, assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach thereof, and such approval, consent or waiver has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof; provided Seller shall use its best efforts to provide Purchaser the benefits of any such Interest as provided in Section 19.01(b). Each of Purchaser and Seller shall use all reasonable efforts to consummate the transactions contemplated hereby.
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THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Buyer and Sellers covenant and agree that each of them will reasonably cooperate with each other, and Buyer will do all things reasonably necessary to assist Sellers, to obtain all consents and approvals set forth in Schedule 7.02, including the furnishing of financial and other information with respect to Buyer, its Affiliates, or Sellers, as the case may be, reasonably required by the Person whose consent or approval is being sought. Notwithstanding the foregoing, to the extent that any Purchased Asset is not capable of being sold, assigned, transferred or conveyed without the consent or approval of any third Person, and such consent or approval has not been obtained, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted sale, assignment, transfer or conveyance thereof, provided, however, Sellers shall use their commercially reasonable efforts to provide Buyer the benefits of any such Purchased Asset as provided in Section 20.01 and the Cash Purchase Price shall be reduced in an amount equal to the fair market value of the Purchased Assets not transferred to Buyer.
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THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) The Company and the Sellers covenant and agree to do all things reasonably necessary (not including the payment of money they are not otherwise obligated to pay) to obtain all consents and approvals necessary under those Existing Contracts that require consent to the change in control of the Company as a result of the Purchaser's purchase of the Shares. Purchaser covenants and agrees to cooperate with the Company and Sellers and assist the Company and the Sellers in obtaining such consents and approvals including the furnishing of financial and other information, reasonably required by the Person whose consent or approval is being sought.
Sample 1
THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable in form and substance acceptable to Buyer, including, in its capacity as manager for the business affairs of MIDC, any Required Consents or Required Notices to which MIDC is a party. Seller shall submit the form of each Required Consent and Required Notice to Buyer for approval prior to delivering of any such request or notice to any Person, and shall not deviate from the form approved by Buyer without Buyer's prior consent which shall not be unreasonably withheld. Buyer and Seller covenant and agree that each of them will reasonably cooperate with each other to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to Buyer, its Affiliates, or Seller or MIDC, as the case may be, reasonably required by the Person whose consent or approval is being sought. Buyer and Seller agree as soon as reasonably practicable to prepare, file and diligently prosecute any applications seeking all other necessary approvals for the consummation of the transactions contemplated by this Agreement from any applicable Governmental Authorities.
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THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) DCS and AWS covenant and agree that each of them will reasonably cooperate with each other, and will do all things reasonably necessary to assist the other, to obtain all Required Alaska Consents and Required California Consents, as the case may be, and give all Required Alaska Notices and Required California Notices, as the case may be, as promptly as practicable, including the furnishing of financial and other information specifically with respect to it or its Affiliates reasonably required by the person or Governmental Authority whose consent or approval is being sought.
Sample 1
THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) The Parent and the Company shall use their commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable each in form and substance reasonably satisfactory to Acquiror. Acquiror, the Parent and the Company covenant and agree that each of them will reasonably cooperate with each other, and Acquiror will do all things reasonably necessary to assist the Parent and the Company, to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to Acquiror, or its Affiliates, as the case may be, reasonably required by the Person or Governmental Authority whose consent or approval is being sought. Acquiror, the Parent and the Company shall use all commercially reasonable efforts to consummate the transactions contemplated hereby. Notwithstanding the foregoing, without Acquiror’s prior written consent, neither the Parent nor the Company shall, and shall not permit the Company Subsidiary to, agree to any modification of a Material Contract in order to obtain a Required Consent.
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THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) The Company and the Sellers covenant and agree to do all things reasonably necessary to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the Existing Contracts requiring assignment as a result of the Purchaser's purchase of the Shares. Purchaser covenants and agrees to cooperate with the Company and Sellers and assist the Company and the Sellers in obtaining such consents and approvals including the furnishing of financial and other information, reasonably required by the Person whose consent or approval is being sought.
Sample 1
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THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) The Company and Seller covenant and agree to use their reasonable best efforts to assist the Cellular 2000 Shareholders to obtain all consents and approvals necessary for the transfer or assignment to Purchaser of the contracts requiring assignment as a result of Purchaser's purchase of the Shares. Purchaser covenants and agrees to cooperate with the Cellular 2000 Shareholders and assist the Cellular 2000 Shareholders in obtaining such consents and approvals including the furnishing of financial and other information, reasonably required by the Person whose consent or approval is being sought.
Sample 1
THIRD PARTY CONSENTS; CLOSING CONDITIONS. (a) Seller will use commercially reasonable efforts to obtain all Required Consents and give all Required Notices as promptly as practicable. Purchaser and Seller covenant and agree that each of them will reasonably cooperate with each other, and Purchaser will do all things reasonably necessary to assist Seller, to obtain all Required Consents and give all Required Notices, including the furnishing of financial and other information specifically with respect to Purchaser, its Affiliates, or Seller, as the case may be, reasonably required by the Person whose consent or approval is being sought. Purchaser and Seller shall use all commercially reasonable efforts to consummate the transactions contemplated hereby.
Sample 1

Related to THIRD PARTY CONSENTS; CLOSING CONDITIONS

  • Third Party Consents and Approvals The parties shall have obtained ------------------------------------ all third party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

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