Certain Consents Clause Samples
The 'Certain Consents' clause defines which approvals or permissions are required from specific parties before certain actions can be taken under the agreement. Typically, this clause outlines the types of decisions or transactions that need prior written consent, such as assigning rights, making material changes, or entering into subcontracts. By clearly specifying when and whose consent is necessary, the clause helps prevent unauthorized actions and ensures all parties maintain appropriate control over significant decisions, thereby reducing the risk of disputes and misunderstandings.
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Certain Consents. (a) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract.
(b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller ...
Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, permit, franchise or claim of the Company that is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by the Company would not, as a matter of law, pass to the Purchaser as an incident of the assignments provided for by this Agreement. In order to provide the Purchaser with the full realization and value of every contract, agreement, permit, franchise and claim of the character described in the immediately preceding sentence, the Company on and after the Closing Date will, at the reasonable request and under the direction of the Purchaser, in the name of the Company or otherwise as the Purchaser shall specify, take all reasonable action (a) to assure that the rights of the Company under such contracts, agreements, permits, franchises and claims shall be preserved for the benefit of the Purchaser, (b) to facilitate receipt of the consideration to be received by the Company under every such contract, agreement, permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to the Purchaser and (c) to facilitate the collection of any Company Approvals (as defined below) not obtained prior to or at Closing. Nothing in this Section 1.7 shall in any way diminish the obligation of the Company hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable the Company to convey or assign valid title to all the Purchased Assets to the Purchaser.
Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Permit or Assumed Contract intended to be included in the Purchased Assets which is by its terms or in law non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement.
Certain Consents. Except where otherwise expressly provided herein, in any instance hereunder where the approval, consent or the exercise of judgment of Agent or any Lender is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of such party, and such party shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner, regardless of the reasonableness of either the request or the judgment of such party.
Certain Consents. To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment 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 assignment would be ineffective or would impair Purchaser's rights under the Acquired 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 specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.
Certain Consents. To the extent that the Seller's rights under any agreement, contract, commitment, lease, permit, real property lease or other Acquired Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing, and which is important to the ownership, use or disposition by the Buyer of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at the Buyer's expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights under the Acquired Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the specific Acquired Asset, and at the Buyer's expense, shall act after the Closing as the Buyer's agent in order to obtain for the Buyer the benefits thereunder.
Certain Consents. The parties hereto hereby consent to the joinder of Canadian Imperial Bank of Commerce, New York Branch, Bank of America, N.A., HSBC Bank USA, N.A. and HSBC Securities USA Inc. as parties hereto on the terms set forth in clause (b) above, to the non-ratable funding of the foregoing initial Purchase on the terms set forth in clause (c) above, in each case, as set forth above on a one-time basis.
Certain Consents. Subject to the other provisions of this Agreement, including Section 5.03, from and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article 9, each party shall, and shall cause its Affiliates to, cooperate with the other party and its Affiliates in good faith and use its and their respective commercially reasonable efforts to (a) consult with such other party and its Affiliates in good faith to determine whether any Third Party Approval (including any third party notices) is required in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, (b) take such actions and furnish such information (subject to the terms and conditions set forth in Section 5.04) as the parties, following consultation with one another in accordance with the preceding clause (a), mutually reasonably determine may be required in connection therewith, and (c) obtain at the earliest practicable date all Third Party Approvals, and send all third party notices, in each case, as set forth on Section 5.21 of the Seller Disclosure Schedule or as required for either party to the Transition Services Agreement to perform its obligations thereunder (and, to the extent that a third party requires a party that is a “Provider” of a service under the Transition Services Agreement to make any payment to obtain such Third Party Approval (any such payment, a “Consent Fee”), each party shall be responsible for 50% of such Consent Fee); provided that neither Seller nor any of its Affiliates (including the Companies) shall be required to, and without the prior written consent of Buyer permitted (other than with respect to Liabilities satisfied and discharged in full prior to the Closing) to, incur any Liabilities, make any payment to any Person, commence, defend or participate in any litigation, provide any financial or other accommodation or concession or agree to any amendment, condition or obligation (including any amendment to any existing condition or obligation) in order to obtain any Third Party Approval necessary or desirable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements or otherwise comply with their obligations under this Section 5.21, except that each party shall bear 50% of any Consent Fees arising from Third Party Approvals needed for either party to the Transition Services Agreem...
Certain Consents. The parties hereto hereby consent to the non-ratable funding of the foregoing Purchase on the terms set forth in clause (a) above as set forth above on a one-time basis.
Certain Consents. BlackRock or an Affiliate under its Control, as the case may be, shall have obtained, in form and substance reasonably acceptable to BlackRock, each of the Governmental Approvals set forth in Exhibit 6.2(d).