Certain Provisions Regarding Assignments; Failure to Obtain Third Party Consents Sample Clauses

Certain Provisions Regarding Assignments; Failure to Obtain Third Party Consents. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or assume any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if (A) an assignment or assumption thereof, without the Consent of a Governmental Authority or a third party thereto, would constitute a breach or violation thereof or result in the loss, termination or cancellation thereof or require a payment thereunder by reason of the assignment or assumption thereof and (B) such Consent is not obtained at or prior to the Closing. (ii) Without limitation of the rights or obligations of Seller or Purchaser under Article VIII, if any Purchased Contract or Purchased Permit or any claim, right, benefit or obligation thereunder or resulting therefrom is subject to Section 1.2(b)(i) because a Consent that is required in connection with the assignment or assumption thereof has not been obtained at or prior to the Closing or does not remain in full force and effect at or after the Closing, then until such time as such Consent is obtained, (A) Seller shall continue to use its commercially reasonable efforts (at its own expense) to obtain such Consent (including preparation and execution after Closing of any documents reasonably required to obtain any Consent) and (B) Seller and Purchaser shall cooperate in any commercially reasonable and lawful agreement designed to provide to Purchaser the benefits of such Purchased Contract or Purchased Permit and any claims, rights or other benefits thereunder or resulting therefrom. To the extent that Purchaser is provided the benefits pursuant to this Section 1.2(b) of any such Purchased Contract or Purchased Permit or any claim, right or other benefit thereunder or resulting therefrom, Purchaser shall perform the obligations of Seller thereunder or in connection therewith with respect to periods following the Closing, but only to the extent that such obligation would have been an Assumed Liability but for the fact that such Consent has not been obtained prior to the Closing.
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Related to Certain Provisions Regarding Assignments; Failure to Obtain Third Party Consents

  • COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law § 899-aa and State Technology Law § 208) and commencing March 21, 2020 shall also comply with General Business Law § 899-bb.

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Transactions Not Requiring Instructions In the absence of contrary Written Instructions, PFPC Trust is authorized to take the following actions:

  • Deadlines for Providing Insurance Documents after Renewal or Upon Request As set forth herein, certain insurance documents must be provided to the OGS Procurement Services contact identified in the Contract Award Notice after renewal or upon request. This requirement means that the Contractor shall provide the applicable insurance document to OGS as soon as possible but in no event later than the following time periods:

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271)

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.

  • No Breach; Consents Except as set forth on SCHEDULE 4.7 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) result in any lien, pledge, mortgage, security interest, claim, lease, charge, option, easement, servitude or other encumbrance whatsoever (collectively, "Liens") upon any of the property of Seller (other than in favor of Buyer) or (ii) violate, conflict with or breach any of the terms and conditions of, result in a material modification of, accelerate or trigger the rights of any person under, or constitute (or with notice or lapse of time or both would constitute) a default under (a) any material instrument, contract or other agreement to which Seller is a party or by or to which it or any of its properties is bound or subject; (b) Seller's Certificate of Incorporation or By-laws (and all amendments thereto up through the date hereof); or (c) any Law applicable to Seller or any of its properties or operations. Except as set forth on SCHEDULE 4.7, no consent, approval or authorization of, or declaration or filing with, any governmental authority, stockholder of Seller or other person is required on the part of Seller in connection with the execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby.

  • AMENDMENTS TO THE CONTRACT This Contract shall not be altered, amended, or modified by oral representation made before or after the execution of this Contract. All amendments or changes of any kind must be in writing, executed by all Parties.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

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