Third Person Consents. Each of the parties hereto shall use its commercially reasonable efforts to cooperate with and assist the other party hereto in obtaining any third Person consents or amendments necessary for the performance of the Services hereunder, including, without limitation, any required consent or amendment under any software license. The Receiving Party shall pay for (pursuant to Article III) the costs and expenses of obtaining any such consents or amendments. In the event that the parties hereto are unable to obtain any required consent or amendment, they shall negotiate in good faith reasonable modifications of the applicable Services such that such consents or amendments are not required.
Third Person Consents. Without limiting the generality of the parties’ obligations in Section 5.8, each of SpinCo and the Company shall use its reasonable best efforts, after having consulted with Parent, to promptly give notice to or procure the consent of any third Person that is entitled to notice, or whose consent to assignment (or waiver thereof) is required, in connection with the consummation of the Spin-Off. Notwithstanding the foregoing, neither the Company nor SpinCo shall be required in connection with obtaining the consent of any third Person that is not a Governmental Entity to agree to (i) the payment of any consideration (monetary or otherwise) to such third Person, (ii) the concession or provision of any right to such third Person, or (iii) the amendment or modification in any manner adverse to the Company or SpinCo or any of their respective Affiliates of any Contract with such Person.
Third Person Consents. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to sell, assign or transfer any Consent, instrument, contract, lease, permit or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the Consent of a third Person would constitute a breach or violation thereof, or affect adversely the rights of the Purchaser or Seller thereunder; and any transfer or assignment that requires the Consent of a third Person shall be made subject to such Consent being obtained. Subject to this Sub-Section and to Paragraphs 7.1.8 and 7.1.13, Purchaser shall not assume the applicable agreement or obligation until such Consent is obtained. Seller shall undertake all reasonable efforts in order to secure and deliver at Closing third Person Consents required for the sale, assignment or transfer of any Purchased Assets and the ownership and operation thereof to Purchaser. In the event that any such Consent is not obtained on or prior to the Closing Date, Seller and Purchaser shall continue to use all reasonable efforts (which shall not require the expenditure of funds by the Purchaser except for reasonable legal and related costs incurred in the discretion of the Purchaser and except for amounts due as Assumed Liabilities and which shall not require the expenditure of funds by the Seller except for reasonable legal and related costs incurred in the discretion of the Seller and for amounts due as Excluded Liabilities) to obtain any such Consent, and Seller shall reasonably cooperate with Purchaser in any lawful arrangement requested or approved by Purchaser to provide Purchaser with the benefits under such Consent, instrument, contract, lease or other agreement or arrangement; including performance by the Seller, as agent, if economically feasible, PROVIDED that the Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent the Seller would have been responsible therefor if such Consent or approval had been obtained. Subject to Section 11 hereof, cooperation of the Seller shall not be deemed to include bringing or participating in any lawsuit.
Third Person Consents. Seller shall have obtained all material Third Person consents or waivers necessary to consummate the transactions contemplated by this Agreement, including the consents set forth in Schedule 5.12, all of such consents and waivers being in form and substance reasonably satisfactory to Buyer.
Third Person Consents. No Third Person Consent is required in connection with the execution, delivery, or performance of this Agreement or the other agreements or documents contemplated herein by Purchaser.
Third Person Consents. The Company and Seller must have obtained the written consents of the third Persons set forth on Section 3.02(e) of the Disclosure Schedules.
Third Person Consents. Certain of the transfers contemplated by this Agreement are subject to various forms of consents required of third persons, which are identified on Exhibit "J" ("Consents"). The Parties shall cooperate and shall promptly take such action as may be required to obtain all necessary Consents prior to Closing. The Parties agree that to the extent any Assets, contract or permit that would otherwise be assigned under this Agreement is not capable of being assigned, transferred, subleased or sublicensed without any such Consent, or waiver by any other party thereto or any other person, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof, or a violation of any law, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense of any such contract or permit. With respect to each Asset, contract that, but for the reasons set forth in the first sentence of this Section, would be assigned, Seller agrees to provide Purchaser with the benefits (including the right to terminate any such contract or permit in accordance with the terms thereof) of such Asset, contract or permit, to the extent related to transactions or periods that occur at or after Closing, and to the extent it is possible to do so; and, if and to the extent such benefits are provided to Purchaser, Purchaser agrees to observe and perform such contract or permit. Seller shall continue to use its reasonable efforts to obtain an assignment to Purchaser of each Asset, contract or permit that, but for the reasons set forth in the first sentence of this Section, would be assigned; provided, however, that Seller shall not be required to pay any consideration or suffer any financial disadvantage to obtain such assignment.
Third Person Consents. The third Person consents listed on Schedule 9.3(d) hereto shall have been obtained by the Company.
Third Person Consents. IWO shall have provided to USU evidence reasonably satisfactory to USU that IWO has obtained the consents and approvals set forth in Schedule 7.02(e) of the IWO Disclosure Schedule.
Third Person Consents. All material consents, permits and approvals from parties to any contracts or other agreements with Grupo Iusacell or any of the Subsidiaries which may be required in connection with the performance by BALAH and the Peralta Group of its xxxxxxxions under Section 2.1(a) (iii) through (vi) inclusive and Section 2.1 (d) hereof shall have been obtained.
