BACK END CONSENTS Sample Clauses

BACK END CONSENTS. Where the consent of any third party is required to enable Exult Supplier to provide the Client or Successor Operator, with the benefit of the arrangements under which Exult Supplier holds or uses any Exult Assets, Third Party Systems or Third Party Contracts or such a consent is otherwise required to enable the Client, or Successor Operator to take over the provision of the Services from Exult Supplier in the manner contemplated by this Agreement, Exult Supplier shall use reasonable endeavours, to procure that such consent is granted or at Exult Supplier's option, procure suitable alternative rights or services are provided to the Client or Successor Operator to enable it to perform the Services. The Client shall use reasonable endeavours to co-operate in obtaining such consents or obtaining suitable alternative rights, including where necessary entering into new agreements or agreeing to comply with the terms of the relevant existing agreements. The use of reasonable endeavours shall not include the payment of any monies by any party, but where consent can only be obtained in return for the payment of an additional sum, the parties shall consider paying such sum if it appears the most cost effective way of proceeding. Any such payment shall be charged as a Pass Through Cost.
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BACK END CONSENTS. Where the consent of any third party is required to enable Exult Supplier to provide the Client or Successor Operator, with the benefit of the arrangements under which Exult Supplier holds or uses any Exult Assets, Third Party Systems or Third Party Contracts or such a consent is otherwise required to enable the Client, or Successor Operator to take over the provision of the Services from Exult Supplier in the manner contemplated by this Agreement, Exult Supplier shall use reasonable endeavours, to procure that such consent is granted or at Exult Supplier's option, procure suitable alternative rights or services are provided to the Client or Successor Operator to enable it to perform the Services. The Client shall use reasonable endeavours to co-operate in obtaining such consents or obtaining suitable alternative rights, including where necessary entering into
Sample 1

Related to BACK END CONSENTS

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration or qualification with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Articles of Merger as required by the VBCA, (b) the Company Shareholder Approval, (c) compliance with any applicable requirements of the HSR Act, (d) the approval of each of the Vermont Public Service Board (the “VPSB”), the Federal Energy Regulatory Commission (the “FERC”), the Federal Communications Commission (the “FCC”) and the Nuclear Regulatory Commission (the “NRC”) (the approvals described in clauses (c) and (d), together with the approvals set forth on Section 3.5 of the Company Disclosure Letter, being referred to herein as the “Company Required Governmental Approvals”), (e) compliance with the applicable requirements of the Exchange Act, (f) filings as may be required under the rules and regulations of the New York Stock Exchange, (g) the notification of the transactions contemplated by this Agreement to the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus Trade and Competitiveness Act of 1988, and (h) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any Governmental Entity, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • LICENCES AND CONSENTS 6.1 The Company has all necessary licences, consents, permits and authorities necessary to carry on its business in the places and in the manner in which its business is now carried on, all of which are valid and subsisting.

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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