Assignment Consents. For purposes of this Agreement, the term “Assignable Agreement” shall mean an Access Agreement that is assignable to Buyer without needing to obtain another party’s consent or for which satisfactory written consent to such an assignment has been obtained (“Assignment Consents”). The Seller shall obtain all necessary Assignment Consents on or prior to the Closing Date.
Assignment Consents. The Assignment Consents for each of the Contracts listed in Schedule 8.1.12.
Assignment Consents. To the extent that the assignment of any Contract, lease, license or other agreement or arrangement or any claim, right or benefit arising thereunder or resulting therefrom is not permitted without the consent of a third party, this Agreement shall constitute an agreement to assign such Contract, lease, license or other agreement or arrangement, subject only to such consent; and any transfer or assignment to Purchaser by Seller of any interest under any such Contract, lease. license 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 continue to use its best efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and Seller will cooperate with Purchaser in any lawful and economically feasible arrangement to provide that Purchaser shall receive the interest of Seller in the benefits under any such Contract, lease, license or other agreement or arrangement, including performance by Seller, as agent, if economically feasible, provided that Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Seller shall pay and discharge, and shall indemnify and hold Purchaser harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. Nothing in this Section 7.11 shall be deemed a waiver by Purchaser of its right to have received on or before the Closing an effective assignment of all of the Assets nor shall this section 7.11 be deemed to constitute an agreement to exclude from Purchaser any of the Assets described under Section 2.1.
Assignment Consents. 6.8.1. With respect to each Advisory Client listed on Exhibit A, the Seller shall, in accordance with applicable Legal Requirements and the applicable Existing Advisory Contracts and Fund Documents, use its reasonable best efforts to obtain, prior to the Closing, the necessary Assignment Consents to the Assignment of each Existing Advisory Contract listed on Exhibit C, Controlling Interest and each side letter listed on Exhibit A included in the Fund Documents, in each case, that is required to be obtained under this Agreement as a condition precedent to the Closing. In no event shall the Seller, any Target Entity, or any of their respective Affiliates be required to pay, or agree to pay, any fee, penalty, or other consideration to any Person for any such Assignment Consents or consents to effect the amended Fund Documents. Notwithstanding the foregoing sentence, in the event that a person requests payment of a fee, penalty, or other consideration for any such Assignment Consents or consents to effect the amended Fund Documents, the terms of the Consent Side Letter shall control. In connection with requesting or obtaining such Assignment Consents and other consents, in no event shall any Target Entity reduce (or agree to reduce) any fee payable by an Advisory Client pursuant to an Existing Advisory Contract or Fund Document or agree to any other modification of an Existing Advisory Contract or Fund Document or other inducement that would, in any case, adversely affect the economic value of such Advisory Client relationship or modify any other term, except as consented to or directed by the Buyer in writing.
6.8.2. The Buyer shall, and shall cause its Affiliates to, cooperate with the Seller in taking the actions and obtaining the Assignment Consents described in Section 6.8.
1. In connection with obtaining such Assignment Consents, the Seller shall provide to the Buyer for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed) the general forms of the consent notice. The Seller shall: (a) further keep the Buyer reasonably informed of the status of obtaining such Assignment Consents (including any conditions requested and providing copies of correspondence relating to such requests), (b) provide to the Buyer for review and comment in advance of distribution any other substantive notices or other substantive materials to be distributed by the Seller or any of its Subsidiaries to Advisory Cli...
Assignment Consents. 4.1 This paragraph 4 applies to those Unassigned Properties in relation to which an Assignment Consent is required and where such Assignment Consent remains to be obtained as at the Completion Date and this paragraph 4 shall continue to apply until the relevant Assignment Consent shall have been obtained or until this Agreement shall cease to apply to such Unassigned Properties in accordance with the terms of this Agreement.
4.2 The Sellers shall procure that the relevant Tenant shall:
(A) apply to the Landlord for an Assignment Consent within five (5) Business Days after the Completion Date and use all reasonable endeavours to obtain it;
(B) give the Purchasers’ Representative and Assignee written notice within five (5) Business Days after the Assignment Consent has been obtained;
(C) prepare and supply the Property Transfer to the Purchaser’s Solicitors within seven (7) Business Days before the Completion Date or, if later, within seven (7) Business Days before legal completion in accordance with paragraph 5 (Delayed legal completion) of this Schedule 12; and
(D) where the Unassigned Lease is a “new tenancy” for the purposes of the Landlord and Tenant (Covenants) Xxx 0000, enter into an Authorised Guarantee Agreement with the Landlord if the Unassigned Lease so requires or if the Landlord reasonably imposes a requirement that an Authorised Guarantee Agreement is given as a condition of the Assignment Consent.
4.3 Where the Landlord reasonably and properly requires either pursuant to the terms of the relevant Unassigned Lease or under statute, the Purchasers shall:
(A) use all reasonable endeavours to provide promptly all information and references requested by the Landlord in relation to the relevant Assignee; and
(B) procure that the relevant Assignee covenants directly with the Landlord to pay the rents reserved by and comply with the relevant tenant obligations and conditions in the Unassigned Lease from the date of the Property Transfer; and
(C) procure a guarantee by the Purchaser Guarantor and/or such other form of security reasonably and lawfully required by the Landlord in respect of the performance and observance of the tenant obligations and conditions in the Unassigned Lease.
4.4 With respect to any Unassigned Properties located in England and Wales, the Assignee shall execute any licence containing the Assignment Consent and any such security documentation relating to the Assignment Consent as is agreed between the Landlord of the Unassigned ...
Assignment Consents. The Company shall have delivered to Parent the consents with respect to the Merger under the Contracts listed on Schedule 6.2(i).
Assignment Consents. A consent to the assignment by the Company of its rights in certain of the material agreements to which the Company is a party pursuant to the Security Agreement, executed by each the relevant counterparty thereto (other than Iridium LLC, the Company and its Subsidiaries, Motorola and the Secured Parties).
Assignment Consents. A consent to the assignment by the Company of its rights in each Principal Project Document pursuant to the Security Agreement, duly executed and delivered by each Project Party party thereto (other than the Credit Parties. Motorola and the Secured Parties), in form and substance satisfactory to the Administrative Agent.
Assignment Consents. 3 1.6. Audited Financial Statements....................................3 1.7.
Assignment Consents. Assignment Consents" shall mean those consents, in form and substance satisfactory to Buyer, required to be obtained in connection with the assignment of the Contracts from Seller to Buyer, all such consents being listed on Schedule 1.5 attached hereto.
