Consents to Assignments of Contracts Sample Clauses

Consents to Assignments of Contracts. (a) Purchaser acknowledges and agrees that certain consents and approvals with respect to the transactions contemplated by this Agreement may be required from parties to the Assumed Contracts and that such consents and approvals have not been obtained. Seller shall cooperate with Purchaser, upon Purchaser's request, in any reasonable manner in connection with Purchaser's obtaining any such consents and approvals; provided, however, that such cooperation in no event shall require Seller or any of its affiliates to expend money, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
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Consents to Assignments of Contracts. Buyer acknowledges that certain consents and approvals with respect to the Contemplated Transactions may be required from parties to the Business Contracts and that such consents and approvals have not been obtained as of the date hereof. Prior to the Closing, Seller shall use its commercially reasonable efforts to obtain any such consents and approvals; provided, however, that such efforts shall not include any requirement of Seller to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party. In the event such consents or approvals have not been obtained prior to the Closing Date, at Buyer’s request, Seller will cooperate with Buyer to provide that Buyer shall receive Seller’s interest in the benefits under any such Business Contract, including (at Buyer’s request) performance by Seller as agent, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Buyer would have been responsible therefor hereunder if such consent or approval had been obtained.
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Consents to Assignments of Contracts. All necessary consents to the assignment of all Contracts Requiring Consents shall have been obtained in written instruments reasonably satisfactory to Buyer and Seller.
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Consents to Assignments of Contracts. (a) Notwithstanding anything in this Agreement or in any Additional Agreement to the contrary, neither this Agreement nor any such Additional Agreement shall constitute an agreement to assign or otherwise transfer, or require Purchaser to assume any obligations under, any Assumed Contract if an attempted assignment or transfer thereof would, without the consent of a third party to such assignment or transfer, constitute a breach thereof, would be ineffective or would violate any applicable law. If any such consent has not been obtained as of the Closing Date, each of Seller and Purchaser shall use its commercially reasonable efforts to obtain such consent following the Closing.
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Consents to Assignments of Contracts. Purchaser acknowledges that certain consents and approvals with respect to the transactions contemplated by this Agreement may be required from parties to the Assumed Contracts and that such consents and approvals have not yet been obtained and may not be obtained prior to the Closing and the parties agree that this Agreement shall not be deemed to constitute an assignment or transfer of any such Assumed Contract, or an attempted assignment or transfer thereof and any such contract shall not be considered an “Assumed Contract” hereunder until such consent or approval is received. Sellers shall use their reasonable commercial efforts, in cooperation with Purchaser, to obtain any such consents and approvals; provided, however, that such efforts shall not include any requirement of Sellers to expend money (other than payment of fees, including legal fees, set forth in the applicable Assumed Contracts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party, other than to remedy defaults thereunder. In the event such consents or approvals have not been obtained, at Purchaser’s request, Sellers will cooperate with Purchaser to provide that the Purchaser shall receive Sellers’ interest in the benefits under any such contract, including (at Purchaser’s request) performance by Sellers as agent, provided that the Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that such Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Notwithstanding anything herein to the contrary, nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an assignment, attempt or agreement to assign any Assumed Contract, which by its terms or by Law is (i) void upon the attempted assignment of such Assumed Contract without the consent of a third party or a Governmental Body or (ii) is cancelable by a third party in the event of an assignment unless and until such consent shall have been obtained.
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Consents to Assignments of Contracts. The necessary consents to the assignment and transfer of Affiliation Agreements and Real Property Agreements which have been designated as Material Assumed Contracts shall have been obtained by the Sellers in written instruments reasonably satisfactory to Purchaser, copies of which shall be furnished to Purchaser.
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Related to Consents to Assignments of Contracts

  • Consents to Assignment Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (except for such as may be properly obtained subsequent to the Closing).

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Consents Under Agreements The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under the Contracts listed in Section 7.2(c) of the Parent Disclosure Letter and all other consents or approvals from each Person whose consent or approval is required under any Contract except for such consents or approvals the failure to obtain would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect or be reasonably likely to prevent the Company from consummating the transactions contemplated by this Agreement.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Consents; Waivers No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.

  • Governmental Filings; No Violations; Certain Contracts (i) Except for (A) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of a registration statement on Form S-4 with respect to the issuance of shares of Parent Common Stock in connection with the Merger (together with any amendments or supplements thereto, the “Registration Statement”, with the Consent Statement/Prospectus constituting a part thereof); (B) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DLLCA with the Secretary of State of the State of Delaware; and (D) compliance with the applicable requirements of the NYSE American, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by a Parent Group Entity with, nor are any required to be obtained by a Parent Group Entity from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement (including the issuance of the Parent Common Stock as Merger Consideration), except those that the failure to make or obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Parent.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

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