Consent Contracts Sample Clauses

Consent Contracts. (a) The Sellers and the Buyer must use best endeavours to finalise and enter into the Escrow Agreement and to establish the Escrow Account on, or as soon as reasonably practicable after, Completion. (b) Following Completion and upon establishment of the Escrow Account, the parties will cause the Sellers’ Solicitor to release the Consent Payments and Executive Option Consent Amount to the Escrow Agent to be held in accordance with the Escrow Agreement and distributed in accordance with Schedule 12. (c) Following Completion, the Sellers, the Company and the Buyer shall comply with their respective obligations in accordance with Schedule 12.
Sample 1
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Consent Contracts. The Seller shall use its reasonable efforts (without being required, in connection therewith, to incur any material cost or expense) to assign to the Buyer all of the rights of the Seller in, to and under the contracts, leases and agreements identified on Schedule 1.2 (the "Consent Contracts") on the Closing Date. The rights and obligations of the Seller in, to and under a Consent Contract shall be deemed to be an Acquired Asset or Assumed Liability if such Consent Contract is assigned to the Buyer.
Sample 1
Consent Contracts. 10.03(a)(iii) Contract................................................................11.05(b) control.................................................................11.05(b) Current Assets...........................................................1.04(h) Current Liabilities......................................................1.04(h)
Sample 1
Consent Contracts. With respect to the Consent Contracts, the Seller shall procure that the Company will as soon as reasonably practicable after the date of this Agreement write to the relevant counterparties and request a waiver of the relevant termination rights and/or their consent to the change of control contemplated by this Agreement (as applicable). The Purchaser shall cooperate with and assist the Company in obtaining such waiver or consent as may be necessary. 5.7.1 The Seller shall use reasonable endeavours to procure that the settlement agreement dated 3 March 2017 between the Company and Blue Cross and Blue Shield Association will be amended as of Closing to reflect the new ownership of the Company, including by amending the reference to the Seller in clause 4 of that agreement to refer to “AIA Group Limited”. 5.7.2 The Seller shall grant a transitional licence with regard to the use by the Company of the Seller’s Marks (consistent with the way those marks are used immediately before the Closing Date) for 15 months after the Closing Date, substantially on the terms of the transitional seller’s mark licence agreement between the Seller and AIA Everest dated 31 August 2021, adapted to reflect the use of the relevant Seller’s Marks (the “Blue Cross Transitional Licence Agreement”).
Sample 1
Consent Contracts. It is hereby clarified that in some of the Contracts there are provisions requiring the consent of the third party to such Contract for the assignment of the rights and/or obligations of Motorola to another entity, and there are also provisions enabling such third party/parties in such Contracts to cancel such agreement or not to renew it in consequence of or due to the assignment of the rights and obligations under such Contract. Such Contracts are hereinafter referred to as "Consent Contracts." Motorola further represents and warrants that to the best of its knowledge the accumulated effect of not receiving such consents will not have a Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement, to the extent the consent of any other party to any Consent Contract is required for Motorola's assignment of its rights and obligations thereunder, such rights and obligations shall not be assigned hereunder unless and until such consent is obtained. The parties hereto shall cooperate within the framework of the Partnership in obtaining such consent. Until such consent is obtained, Motorola shall continue to perform all its obligations and exercise all its rights under such Consent Contracts. All expenses incurred and payments made by Motorola with respect to such Consent Contracts shall be debited to the Partnership and all income and proceeds derived with respect to such Consent Contracts shall be credited to the Partnership. Until the receipt of any required consent, and/or replacement of such Consent Contract by a new agreement with the Partnership or the Company as applicable Motorola shall have the right to use the Partnership assets free of charge for the purpose of fulfilling such obligations under such Consent Contracts, the assignment of which requires the said consents. In the event that any claim or suit is made against Motorola with respect to such Consent Contracts, such claim or suit shall be referred to the Partnership and the Partnership shall defend against such claim or suit and shall bear all costs with respect thereto and Motorola shall be indemnified for all damages and/or expenses with respect thereto only to the extent that such claim or suit refers to the period subsequent to the Closing.
Sample 1
Consent Contracts. Contractor agrees to cooperate with Company’s efforts to obtain on a timely basis such direct agreements, consents, opinions and related documents from Project Parties or any of Contractor’s counterparties to any Additional Project Document as may be reasonably requested by Company, its financing parties, or any entity that is Controlled by or is under common Control with Company.
Sample 1

Related to Consent Contracts

  • Management Contracts The Recipient agrees that from the date hereof until the date on which none of the Infrastructure Bonds, of which the proceeds were used to pay or reimburse the costs of the Project, remain outstanding (the "Agreement Term"): a. The Recipient will not contract with any Private Person to manage the Project or any portion thereof unless all of the following conditions are met: (A) at least 50% of the compensation of the Private Person is based on a periodic, fixed fee that contains no incentive adjustments, and no amount of compensation is based on a share of net profits; (B) the compensation is reasonable in relation to the services performed; (C) the term of the contract does not exceed five (5) years (including any renewal option periods provided for in the contract); (D) if the term of the contract exceeds three (3) years, the Recipient is able to cancel the contract without penalty or cause at the end of each three-year period of the contract; (E) any automatic increases in the periodic, fixed fee may not exceed the percentage increases determined by an external standard set forth in the contract for computing increases; and (F) any new contract with a Private Person which is subject to this subparagraph F.2. will be subject to the requirements of (A) through (F) of this subparagraph F.2.a.; and b. If the Recipient is subject to subparagraph F.2.a. above and it enters into contracts with Private Persons described in subparagraph F.2.a., and the Governing Body of the recipient numbers five (5) or more members, no more than one (1) member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. If the Governing Body of the Recipient numbers less than five (5), no member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. Similarly, if the Governing Body of the Private Person numbers five (5) or more members, no more than one (1) of those members may be an employee or member of the Governing Body of the Recipient. However, in no event may a member or employee of both the Recipient and Private Person be the Chief Executive Officer or its equivalent of the Recipient or the Private Person. Members of the Governing Body of the Recipient may not own a controlling interest in the Private Person.

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Affiliate Contracts Except for the contracts set forth on Schedule 6 attached hereto, the Borrower has not entered into any Contractual Obligation, lease or other agreement with any Person that directly or indirectly controls, is controlled by, or is under common control with, the Borrower for the provision of any service, materials or supplies to any Mortgaged Property (including, without limitation, any contract, Lease or agreement for the provision of property management services, cable television services or equipment, gas, electric or other utilities, security services or equipment, parking services, laundry services or equipment or telephone services or equipment).

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS. (i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Operating Contracts Subject to the rights of the Timeshare Owners' Association as set forth in the Timeshare Documents, no Operating Contract shall be modified, extended, terminated or entered into, without the prior written approval of Agent, if any such modification, extension, termination or new agreement could have a material adverse impact on the operation of the Resort or the Collateral.

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