Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best 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 such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase “commercially reasonable efforts” as used herein shall not be construed to require any Party to incur any non-routine or unreasonable expense or Liability or to waive any right.
Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, 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 party would constitute a breach or violation thereof or affect adversely the rights of Buyer or Seller thereunder; and any transfer or assignment to Buyer by Seller of any interest under any such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (i) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third party cost to Buyer, (ii) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (iii) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (iv) enforce and perform for the account of Buyer any rights of Seller arising from such Government Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained. Nothing in this Section 2.6 shall be deemed a waiver by Buyer of its right to receive an effective assignment of all of the Assets.
Consent of Third Parties. (a) On the Closing Date, Reliant shall assign to the Purchaser, and the Purchaser will assume, the Assigned Contracts and Orders to the extent provided in this Agreement. To the extent that the assignment of all or any portion of any Assigned Contract or Order shall require the consent of the other party thereto or any other third party that has not been obtained prior to the Closing Date, this Agreement shall not constitute an agreement to assign any such Assigned Contract or Order if an attempted assignment without any such consent would constitute a breach or violation thereof. In order, however, to seek to provide the Purchaser the full realization and value of every Assigned Contract and Order of the character described in the immediately preceding sentence (i) at the Closing, the Purchaser and Reliant shall agree on a list of those Assigned Contracts and Orders, if any, that still require consent; (ii) as soon as practicable after the Closing, Reliant and the Purchaser shall cooperate, in all reasonable respects, to obtain any necessary consents to the assignment of the Assigned Contracts and Orders, provided that neither Party shall be required to make any payments or agree to any material undertakings in connection therewith, and (iii) until all such consents are obtained or all such Assigned Contracts and Orders expire or are terminated, Reliant and the Purchaser shall cooperate, in all reasonable respects, to provide to the Purchaser the benefits under the Assigned Contracts and Orders (with the Purchaser entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder), subject to all burdens and liabilities thereunder. In connection with clause (iii) of this Section 2.5(a), if reasonably requested by the Purchaser, Reliant shall seek to enforce for the benefit of the Purchaser all claims or rights of Reliant arising under the applicable Assigned Contracts and Orders. The Purchaser shall perform and comply with, at the Purchaser’s cost, all of Reliant’s obligations under the Assigned Contracts and Orders as if the Purchaser was Reliant thereunder.
Consent of Third Parties. Notwithstanding anything to the contrary herein, this Agreement shall not constitute an agreement to assign or transfer any interest in any Permit or Contract or any claim or right arising thereunder if such assignment or transfer without the consent or approval of a Third Party would constitute a Breach thereof or affect adversely the rights of Buyer thereunder, and any such transfer or assignment shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained prior to Closing the Closing shall occur without any adjustment to the Purchase Price and Seller shall use commercially reasonable efforts to obtain any such consent or approval after the Closing, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller in the benefits under any such Permit or Contract (in which case, for avoidance of doubt, the associated Taxes shall be Assumed Liabilities), including 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 Buyer would have been responsible therefor if such consent or approval had been obtained. Seller shall bear all reasonable costs of seeking any such consent or approval. Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.1.
Consent of Third Parties. This Agreement shall not constitute an agreement to assign any Acquired Asset (including, without limitation, any Contract or Lease) or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Acquired Asset or in any way adversely affect the rights of the Buyer thereunder. Except as may otherwise be set forth in §5(j) above and §6(h) below, each Party will use its commercially reasonable efforts (but without any payment of money in excess of the Expense Cap, unless required under the terms and conditions of the specific Contract or Lease being assigned, or the incurrence of any additional liability) to obtain the consent of the other parties to any such Acquired Asset or any claim or right or any benefit arising thereunder for the assignment thereof to the Buyer as Buyer may request. Except as may otherwise be set forth in §5(j) above and §6(h) below, if such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Buyer thereunder so that the Buyer would not in fact receive all such rights, then Acquired Asset Entities and the Buyer will cooperate in a mutually agreeable arrangement, including sub-contracting, sub-licensing, or sub-leasing to the Buyer, designed to provide the Buyer after the Closing with the benefits intended to be assigned to the Buyer with respect to the underlying Acquired Asset, including in the case of any Acquired Asset that is a Contract, enforcement of rights thereunder at the cost and for the account of the Buyer, and, provided that the Buyer receives all such benefits, the Buyer shall pay or satisfy any Assumed Liabilities with respect to such Contract as and when they are due, to the extent Buyer would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this §6(f) shall be deemed a waiver by the Buyer of its right to have received on or before the Closing an effective assignment of all the Acquired Assets as a condition to Closing under §7(a) hereof. If there shall be any conflict between this §6(f) and the specific provisions of §5(j) above and §6(h) below, the provisions of §5(j) above and §6(h) below shall control.
Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or Governmental Authority), the parties shall cooperate in good faith and use reasonable best efforts obtain such consent, and if such consent is not obtained, to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner. A party’s obligation to use its “reasonable best efforts” shall not require such party to take any action to the extent it would reasonably be expected to (i) jeopardize, or result in the loss or waiver of, any attorney-client or other legal privilege, (ii) contravene any applicable Law or fiduciary duty, (iii) result in the loss of protection of any Intellectual Property or other proprietary information or (iv) incur any non-routine or unreasonable cost or expense.
Consent of Third Parties. Except as otherwise set forth on Schedule 4.2 of the Seller Disclosure Letter, no consent or approval of any third party is required as a condition to the entering into, performance or delivery of this Agreement by Seller other than such consent as has been previously obtained.
Consent of Third Parties. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Asset, 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 party would constitute a material breach or violation thereof or affect adversely the rights of Purchaser or Seller thereunder; and any assignment or transfer to Purchaser by Seller of any interest under any such Asset, instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. Nothing in this Section 1.7 shall be deemed to constitute an agreement to exclude from the Assets any assets described under Section 1.2.
Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by any Selling Entity to assign to CTB any Contract or Permit included in the Purchased Assets that is by its terms or by Law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or as to which all the remedies for the enforcement thereof available to the Selling Entities would not by Law pass to CTB as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). To the extent that any such consent or approval in respect of, or a novation of, a Non-Assignable Contract shall not have been obtained on or before the Closing Date, the appropriate Selling Entity shall continue to use reasonable efforts to obtain any such consent, approval or novation after the Closing Date until such time as it shall have been obtained, and shall cooperate with CTB in any economically feasible arrangement to provide that CTB shall receive the benefits of the relevant Selling Entity under such Non-Assignable Contract, provided that CTB shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that it would have been responsible therefore if such consent, approval or novation had been obtained.
