Assignments and Consents. All necessary agreements, assignments and consents to the consummation by Purchaser of the transaction contemplated by this Agreement, or otherwise pertaining to matters covered by it shall have been obtained by Purchaser and delivered to the Shareholders on or prior to the Closing Date.
Assignments and Consents. Assignment and consent documents, in form and content acceptable to Buyer and duly executed by an authorized officer of Seller, pursuant to which all rights and interests of Seller to be assigned and conveyed under this Agreement, including the Accounts Receivables, each of the Assigned Leases and the Assumed Contracts, the General Intangibles and the Records are completely and effectively transferred and conveyed to Buyer.
Assignments and Consents. At any time or times, execute assignments or supplemental assignments and such other and further instruments of assurance as Lender may request and deem necessary in order to carry into effect the full intent and purpose of this Agreement and otherwise to do any and all things and acts whatsoever that Lender may request as reasonably required in order to perfect the assignment to Lender of any security granted pursuant to this Agreement.
Assignments and Consents. Each assignment and consent document set forth on Schedule 6.2(b), in form and content acceptable to Purchaser and duly executed by an authorized manager of Seller or an authorized officer of Seller’s lienholders, as applicable.
Assignments and Consents. InterLink will obtain all necessary assignments and consents with respect to all agreements and contracts of InterLink.
Assignments and Consents. 27 9.2 Purchaser's Obligations......................................... 27 9.2.1 Resolutions.............................................. 27 9.2.2
Assignments and Consents. Assignments of the registered Intellectual Property Assets, Sales Orders, Unfilled Purchase Orders, Seller Contracts, and Licenses and Permits, duly executed by Seller,form and substance reasonably satisfactory to counsel for Purchaser, and all consents which Seller is able to obtain therefor, or permitted alternate arrangements with respect thereto, such consents to be in form and substance reasonably satisfactory to counsel for Purchaser.
Assignments and Consents. Each of the Borrower, the Administrative Agent and each Revolving Letter of Credit Issuer hereby consents to (a) each 2022 New Revolving Loan Lender (or an Affiliate thereof) acting as a 2022 Extended Revolving Credit Lender under the Credit Agreement (as modified hereby) and the other Credit Documents (b) the assignment of all Revolving Credit Commitments (and related Revolving Credit Loans) held by Credit Suisse, Cayman Islands Branch as of the Eleventh Amendment Effective Date to Credit Suisse, New York Branch.
Assignments and Consents. (a) From and after the Closing, the Seller shall, and shall cause its Affiliates to, use their reasonable best efforts to assist Buyer in its efforts to assign, at or following the Closing, all Commission Rights to an Affiliate of Buyer designated by Buyer, including without limitation executing and delivering all Assignments of Commissions, notices, documents, other assignments or certificates reasonably requested by Buyer. Without limiting the foregoing, the Seller shall, on, or as soon as practicable after, the date of this Agreement prepare, execute and deliver to each of the Insurance Companies, one or more Assignments of Commissions assigning all Commission Rights to an Affiliate of Buyer designated by Buyer, and use reasonable efforts to obtain the countersignature of each Insurance Company acknowledging (or if required by the terms of the applicable Insurance Contract, consenting to) such assignment.
(b) Without limitation of the foregoing, from and after the Closing, the Seller will use its reasonable best efforts to provide assistance to and cooperate with Buyer in its efforts to obtain the Consents and each of the following:
(i) Fully executed Assignments of Commissions with respect to all Commission Rights due from each of Continental Assurance Company, Valley Forge Life Insurance Company and Continental Casualty Company (collectively, the “CNA Companies”) to Buyer or its designee, substantially in the form of Exhibit C-2 attached hereto, duly executed by each of such CNA Company and the Company (and/or any other party to an Insurance Contract with such CNA Company, including without limitation any Subsidiary or Affiliate of the Company), as assignor;
(ii) Fully executed Assignments of Commissions with respect to all Commission Rights due from each of United Healthcare Insurance Company, PacifiCare Life & Health Insurance Company and PacifiCare Life Assurance Company (collectively, the “UHC Companies”) to Buyer or its designee, substantially in the form of Exhibit C-3 attached hereto, duly executed by each of such UHC Company and the Company (and/or any other party to an Insurance Contract with such UCH Company, including without limitation any Subsidiary or Affiliate of the Company), as assignor;
(iii) Fully executed Assignments of Commissions with respect to all Commission Rights due from each of Monumental Life Insurance Company, Peoples Benefit Life Insurance Company, Life Investors Insurance Company of America and Transamerica Life Insuran...
Assignments and Consents. The Company shall have delivered to Parent and Merger Sub, in such form and substance as shall be acceptable to Parent and Merger Sub in their discretion, the following:
(i) an Assignment of Intellectual Property Rights, assigning all the Company’s rights, title and interests to the Intellectual Property to Merger Sub;
(ii) an Assignment of Permits, assigning all the Permits to Parent and Merger Sub;
(iii) any and all consents from Governmental Entities and other third parties required in connection with the Merger and other transactions contemplated by this Agreement including those required in connection with the Assignments referred to clauses (i) and (ii) of this Section 6.3(c);
(iv) an executed form of notice to the Internal Revenue Service in accordance with the requirements of Treas. Reg. Section 1.897-2(h) (i.e., FIRPTA Certificate);
(v) certificates evidencing the policies of insurance set forth on Schedule 2.17 of the Company Disclosure Schedule;
(vi) a waiver by Members of the Company holding at least 95% of the Company Units of his/her/its (as the case may be) appraisal rights, if any, under the NYLLCL in an instrument satisfactory to both the Company and Parent and their respective counsel;
(vii) a certificate, in form and substance, satisfactory to Parent, from at least 65 of the Members, pursuant to which each such Member represents and warrants to Parent that he/she/it, as the case may be, is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act and the Company hereby agrees to use commercially reasonable best efforts to obtain such certificates on or before the Closing Date; and
(viii) such other agreements, certificates and instruments as Parent shall reasonably request in connection with the closing of the merger and other transactions contemplated by this Agreement.
