Common use of Consent of Third Parties Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (On Stage Entertainment Inc), Asset Purchase Agreement (Bouncebacktechnologies Com Inc), Asset Purchase Agreement (Bouncebacktechnologies Com Inc)

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Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by any Selling Entity to assign to CTB On Stage 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 On Stage 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 On Stage in any economically feasible arrangement to provide that CTB On Stage shall receive the benefits of the relevant Selling Entity under such Non-Assignable Contract, provided that CTB On Stage 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 therefor if such consent, approval or novation had been obtained.

Appears in 2 contracts

Samples: Asset Purchase Agreement (On Stage Entertainment Inc), Asset Purchase Agreement (Casino Resource Corp)

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by any Selling Entity Seller to assign to CTB Purchaser pursuant to this Agreement any Contract or Permit Authorization included in the Purchased Assets that which is by its terms or by Law Regulation 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 Seller would not by Law Regulation pass to CTB Purchaser 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 Seller shall continue to use commercially reasonable efforts to obtain any such consent, approval or novation after the Closing Date until such time as it shall have been obtained, and Seller shall cooperate with CTB Purchaser in any economically feasible arrangement to provide that CTB Purchaser shall receive the Seller's benefits of the relevant Selling Entity under such Non-Assignable Contract, provided that CTB Purchaser shall undertake to pay or satisfy the corresponding Liabilities liabilities under the terms of such Non-Assignable Contract to the extent that it Purchaser would have been responsible therefore therefor if such consent, approval or novation had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sensory Science Corp)

Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by any Selling Entity Seller to assign to CTB Purchaser pursuant to this Agreement any Contract Contract, Permit, franchise, claim or Permit asset included in the Purchased Assets that is by its terms or by Law nonassignable non-assignable 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 Seller would not by Law pass to CTB Purchaser 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 Seller shall continue to use reasonable efforts to obtain any such consent, approval consent or novation after the Closing Date until such time as it shall have been obtainedobtained or the requirement to obtain such consent or novation shall have been waived by Purchaser, and Seller shall cooperate with CTB Purchaser in any economically feasible arrangement to provide that CTB Purchaser shall receive the interest of Seller in the benefits of the relevant Selling Entity under such Non-Assignable Contract, including performance by Seller as agent if economically feasible, provided that CTB Purchaser shall undertake to pay or satisfy the corresponding Liabilities arising after the Closing Date under the terms of any such Non-Assignable Contract solely to the extent that it Purchaser would have been responsible therefore therefor if such consent, consent or approval or novation had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)

Consent of Third Parties. Nothing in this Agreement shall be ------------------------ construed as an attempt by any Selling Entity the Company to assign to CTB the Buyer pursuant to this Agreement any Contract or Permit included in the Purchased Assets that which is by its terms or by Law Regulation 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 Company would not by Law Regulation pass to CTB the Buyer 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 Companies and the Shareholders shall continue to use commercially reasonable efforts to obtain any such consent, approval or novation after the Closing Date until such time as it shall have been obtained, and the Companies shall cooperate with CTB the Buyer in any economically feasible arrangement to provide that CTB the Buyer shall receive the applicable Company's benefits of the relevant Selling Entity under such Non-Assignable Contract, provided that CTB Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that it the Buyer would have been responsible therefore therefor if such consent, approval or novation had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telespectrum Worldwide Inc)

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Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt by any Selling Entity Powertel and Sellers to assign to CTB Buyer pursuant to this Agreement any Contract Contract, Governmental Permit, franchise, claim or Permit asset 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 Powertel and Sellers would not by Law pass to CTB Buyer 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 has not have been obtained on or before the Closing Dateobtained, the appropriate Selling Entity Powertel and Sellers shall continue to use commercially reasonable efforts to obtain any such consent, approval consent or novation after the Closing Date until such time as it shall have been obtainedobtained (but in no event longer than 180 days following the Closing), and Powertel and Sellers shall use commercially reasonable efforts to cooperate with CTB in any economically feasible arrangement Buyer to provide that CTB Buyer shall receive the interest of Powertel and Sellers in the benefits of the relevant Selling Entity under such Non-Assignable Contract, including performance by Powertel and Sellers as agent if commercially reasonable, provided that CTB Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that it Buyer would have been responsible therefore therefor if such consent, consent or approval or novation had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powertel Inc /De/)

Consent of Third Parties. Nothing in this Agreement shall be ------------------------ construed as an attempt by any Selling Entity Powertel and Sellers to assign to CTB Buyer pursuant to this Agreement any Contract Contract, Governmental Permit, franchise, claim or Permit asset 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 Powertel and Sellers would not by Law pass to CTB Buyer 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 has not have been obtained on or before the Closing Dateobtained, the appropriate Selling Entity Powertel and Sellers shall continue to use commercially reasonable efforts to obtain any such consent, approval consent or novation after the Closing Date until such time as it shall have been obtainedobtained (but in no event longer than 180 days following the Closing), and Powertel and Sellers shall use commercially reasonable efforts to cooperate with CTB in any economically feasible arrangement Buyer to provide that CTB Buyer shall receive the interest of Powertel and Sellers in the benefits of the relevant Selling Entity under such Non-Assignable Contract, including performance by Powertel and Sellers as agent if commercially reasonable, provided that CTB Buyer shall undertake to pay or satisfy the corresponding Liabilities under the terms of such Non-Assignable Contract to the extent that it Buyer would have been responsible therefore therefor if such consent, consent or approval or novation had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Castle International Corp)

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