Absence of Consents. No permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties is required in connection with the offering, issuance and sale by the Partnership of the Securities, the execution, delivery and performance of this Agreement by the Legacy Parties, or the consummation by the Legacy Parties of the transactions contemplated by this Agreement, except for such Consents as may be required under the 1933 Act, the 1933 Act Rules and Regulations, the 1934 Act and the 1934 Act Rules and Regulations and state securities or “Blue Sky” laws and applicable rules and regulations under such laws.
Absence of Consents. To the extent that Seller’s rights under any Contract or Governmental Authorization constituting a Transferred Asset, or any other Transferred Asset, may not be Transferred to Purchaser without the Consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to Transfer the same if an attempted Transfer would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required Consent(s) as promptly as possible. If any such Consent shall not be obtained or if any attempted Transfer would be ineffective or would impair Purchaser’s rights under the Transferred Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Transferred Asset, shall act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Transferred Asset, with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser.
Absence of Consents. No permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over any of the Legacy Entities or any of their respective properties is required in connection with the offering, issuance and sale by the Legacy Parties of the Securities, the execution, delivery and performance of this Agreement by the Legacy Parties, or the consummation by the Legacy Parties of the transactions contemplated by this Agreement, except for such Consents as may be required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws and applicable rules and regulations under such laws.
Absence of Consents. The parties acknowledge that their intent and agreement is for Seller to transfer the CATV Business to Buyer at Closing in an orderly manner without interruption in service, and that certain required consents to the transfer to Buyer of Seller's rights under the Contracts, the CATV Franchises and CATV Instruments relating to the operation of the CATV Business may not have been obtained on the Closing Date, or that such rights may not be transferred at the Closing for other reasons; provided, however, that Buyer shall have no obligation to close the transactions contemplated hereby in the absence of receiving the Seller Required Consents and the transfer of such rights. If said transfer is not completed on the Closing Date, Seller agrees thereafter to maintain such Contracts and CATV Instruments and, should Buyer so request, any insurance policies and performance bonds related to any Retained Franchises, in full force and effect for the benefit of Buyer (with any casualty insurance policies naming Buyer and Buyer's lenders as loss payees and any liability insurance policies so maintained naming Buyer, Buyer's lenders, Seller and such other parties as are required to be so named as additional insureds) until such transfer is completed (the "Interim Period"). During the Interim Period, Buyer shall be responsible for obtaining such consents, and Seller will provide reasonable assistance to Buyer but at Buyer's sole cost and expense. Seller also agrees to permit Buyer, at Buyer's option, to utilize the benefits of such Contracts, CATV Instruments, insurance policies and performance bonds in compliance with the terms thereof in order to continue to operate the Systems. Buyer agrees that all expenses incurred by Seller in complying with the foregoing during the Interim Period (other than charges for personnel or internal operating, administrative or overhead expenses of Seller or any creditor of Seller) shall be reimbursed to Seller by Buyer on a monthly basis, within twenty (20) days after receipt by Buyer of Seller's reasonably detailed statement therefor for each calendar month during the Interim Period.
Absence of Consents. No permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over any of the Legacy Entities or any of their respective properties is required in connection with the offering, issuance and sale by the Legacy Parties of the Securities, the execution, delivery and performance of this Agreement by the Legacy Parties, or the consummation by the Legacy Parties of the transactions contemplated by this Agreement or the Permian Purchase Agreement, except for such Consents as may be required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws and applicable rules and regulations under such laws.
Absence of Consents. Notwithstanding any other provision of this Agreement or any Ancillary Agreement to the contrary, this Agreement and the Ancillary Agreements shall not constitute an agreement to Transfer and shall not effect the Transfer of any Transferred Asset (including Assumed Contracts) if an attempted Transfer thereof, without the approval, authorization or Consent of, or granting or issuance of any license by, any third party (each such action, a “Necessary Consent”) would constitute a breach or other contravention under any agreement or Law to which the Company is a party or by which it is bound. If any such Necessary Consent is not obtained, or if an attempted assignment of the related Transferred Asset would be ineffective without a Necessary Consent, to the extent feasible, the Company and Purchaser will enter into a mutually agreeable arrangement (i) under which Purchaser would obtain the benefits and assume the obligations of such Transferred Asset in accordance with this Agreement via subcontracting, sublicensing, subleasing or some other mutually agreed upon method, or (ii) the Company would enforce against third parties, for the benefit of Purchaser, any and all rights of the Company with respect to such Transferred Asset, with Purchaser assuming the Company’s applicable obligations (it being understood that in no event shall the Company be required to make any payments or incur any Liabilities to third parties in connection with its obligations under this Section 1.9, and Purchaser shall indemnify and reimburse the Company for any such payment or Liability). During the twelve 32 11 month period following the Closing, the Company shall continue to use commercially reasonable efforts to obtain the Necessary Consents. Purchaser agrees that, provided that the Company discharges its obligations set forth above, the Company shall not have any Liability to Purchaser (and there shall be no adjustment to the Purchase Price) arising out of or relating to the failure to obtain any Necessary Consent, the inability to subcontract, sublicense, sublease or otherwise transfer the benefits and obligations of any such Transferred Asset to Purchaser, or because of any circumstances resulting therefrom.
Absence of Consents. (i) In the event that (x) Acquiror has not obtained, prior to the Closing, any consent of a third party or any Governmental Approval required in connection with the sale of any Transferred Assets relating to a Property (including any Existing Loan Consent with respect to such Property) or (y) any third party (including a Third-Party GP) purports to have a consent right over the sale of any Transferred Asset and Acquiror reasonably believes the sale of such Transferred Assets will result in litigation if a consent from such third party is not obtained, then the terms of Section 2.12(c) of the Parent Disclosure Schedule shall apply with respect to such Transferred Assets.
Absence of Consents. In the event that the assignment, transfer, conveyance or delivery of any portion of the ESNI Contributed Assets, including the Contracts, the Property Lease, the Equipment and the Intellectual Property, to, or the assumption and acceptance of any of the Assumed Liabilities by, the JV pursuant to this Agreement shall require the consent of any Person and such consent has not been obtained prior to the Closing Date and ESNI's compliance with Section 6.2(h) with respect to such consent has been waived by CRC, then:
Absence of Consents. No permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over any of the Partnership Entities or any of their respective properties is required in connection with the offering, issuance and sale by the Partnership of the Units, the execution, delivery and performance of this Agreement by the Partnership, or the consummation by the Legacy Parties of the transactions contemplated by this Agreement, except for such Consents as may be required under the Act, the Rules and Regulations, the Exchange Act and the rules and regulations thereunder and state securities or “Blue Sky” laws and applicable rules and regulations under such laws.
Absence of Consents. Notwithstanding any other provision of this Agreement to the contrary, if any Purchased Contract, other than those Purchased Contracts which are set forth on or referred to (including by reference to the Required Consents relating thereto) in Schedule 12.1(d) (with respect to which the provisions of this Section 4.2 shall not be applicable), is not assignable or transferable either by virtue of the provisions thereof or under applicable Law without obtaining a Required Consent, and any Required Consents with respect to any such Purchased Contracts are not obtained by Seller at or before the Closing, nothing in this Agreement and the related instruments of transfer shall be construed as an assignment or transfer of such Purchased Contracts (the “Non-Assigned Contracts”). Instead, Seller shall (i) at the request and under the direction of Buyer, and at Seller’s expense, continue to hold such Non-Assigned Contracts in trust for the benefit of Buyer and promptly pay over to Buyer all monies collected by or paid to Seller in respect of every such Non-Assigned Contracts; and (ii) use its commercially reasonable efforts to obtain all such Required Consents not previously obtained as soon as reasonably practicable after the Closing or otherwise obtain for Buyer the practical benefit of such Non-Assigned Contracts. There shall be no adjustment to the Purchase Price in the event that Seller is either unable to obtain any Required Consent or is unable to assign or transfer any Non-Assigned Contracts to, or obtain the practical benefit of any Non-Assigned Contracts for, Buyer. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Section 4.2 shall in any way change, modify, limit or affect the condition set forth in Section 12.1(d) of this Agreement.
