Third Party Approval definition
Examples of Third Party Approval in a sentence
Without limiting the foregoing, at the reasonable request and expense of the other Party, each Party shall cooperate with the other to enforce any rights or remedies the Party or its Subsidiaries may have with respect to any asset the transfer of which is delayed or not completed whether as a result of a required Governmental Approval and/or Third Party Approval or otherwise.
To the extent that any Third Party Approval has not been obtained prior to Closing, for up to one hundred and eighty (180) days after the Closing Date, Buyer and Seller shall use their commercially reasonable efforts, at either Party’s request, to endeavor to obtain such Third Party Approvals.
Notwithstanding the foregoing, in the case of any Third Party Approval, in no event shall Citigroup or Morgan Stanley be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 4.3(a) (it being agreed that any such payments shall be borne by the Company).
Notwithstanding the foregoing, neither Party shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such Third Party Approval with respect to the transfer or assignment of any Non-Assignable Asset for the benefit of the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Receiving Party”).
Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Shared Contract shall promptly be separated, partially assigned or replaced, as the case may be, for the benefit of the Party (or its applicable Affiliate) that is entitled to receive such Shared Contract (or the applicable portion thereof to be so separated, partially assigned or replaced) hereunder at no additional cost to such Party (or its applicable Affiliate).