Consent of Others. As soon as reasonably practical after the execution and delivery of this Agreement, and in any event on or before the final Closing Date, Seller shall obtain shareholder and regulatory approval to this Agreement and will furnish to Buyer copies of these consents. Further, Seller agrees to use its best efforts to obtain new contracts between the Buyer and the customers described in SCHEDULE 1.1 to this Agreement.
Consent of Others. (a) Subject to the obligations of Buyer under Section 6.1, as soon as reasonably practicable after the Effective Date, and in any event prior to Closing, Seller shall use Commercially Reasonable Efforts to obtain the consents required to be obtained by Seller of all necessary Persons and Governmental Authorities having jurisdiction over this transaction to the consummation of the transactions contemplated hereunder, including the Permits listed in Schedule 3.16 that are assignable by Seller and the contractual rights, licenses, investments, interests and assets referred to in Sections 2.1(h), 2.1(j), 2.1(m) and 2.1(n). The foregoing notwithstanding, Buyer shall use Commercially Reasonable Efforts to obtain any Permits listed in Schedule 3.16 that are not assignable by Seller, provided that Seller shall cooperate with Buyer in obtaining such consents so long as such cooperation is at no material cost to Seller.
Consent of Others. To the extent that the consummation of the ----------------- transactions provided for herein requires the consent or approval of a third party, whether to avoid the occurrence of an event of default under any Contract, license, lease or agreement to which any Seller is a party or by which the Acquired Assets are bound or otherwise, or under any governmental law or regulation, Sellers shall use their commercially reasonable efforts to obtain any such consent or approval prior to the Closing Date.
Consent of Others. As soon as reasonably practicable after the Effective Date, and in any event prior to Closing, Buyer shall use Commercially Reasonable Efforts to obtain the Permits, accreditations, consents and approvals required to be obtained by Buyer of all necessary Governmental Authorities having jurisdiction over this transaction to the consummation of the transactions contemplated hereunder, including the Permits listed in Schedule 3.16 that are not assignable by Seller and shall make all necessary filings and applications with the Medicare and Medicaid programs so as to be in a position to satisfy the conditions to Closing specified in Sections 9.3(a) and (b). Buyer shall cooperate with Seller in Seller’s efforts to obtain the consents required to be obtained from any Governmental Authority in order to consummate the transactions described herein so long as such cooperation is of no material cost to Buyer.
Consent of Others. As soon as reasonably practicable after the date of this Agreement, and in any event prior to the Closing, Buyer shall use reasonable commercial efforts to obtain the Permits, accreditations, consents and approvals required to be obtained by Buyer of all necessary Persons and Governmental Authorities having jurisdiction over this transaction to the consummation of the transactions contemplated hereunder, including the Permits listed in Schedule 3.16 that are not assignable by Seller. In that regard, Buyer may, in its reasonable determination, conclude that in order to obtain such Permits, accreditations, approvals or assignments, Buyer must enter into a separate agreement or understanding with the Governmental Authority, or payor, or the other party to an Assumed Contract, responsible for issuing or granting a Permit, accreditation, consent or approval. Such agreement may require Buyer to assume certain obligations and liabilities of Seller that are Excluded Liabilities or against which UCH is to indemnify, or for which Seller or UCH is to otherwise reimburse, Buyer. Alternatively, Buyer may be required by Legal Requirement to assume, or be deemed by Legal Requirement to have assumed, such obligations and liabilities of Seller. If Buyer enters into any such agreement or understanding with any such Person or by Legal Requirement assumes such obligations or liabilities of Seller, such agreement, understanding or assumption shall not in any manner whatsoever impair the rights of Buyer’s Indemnified Persons to indemnification against UCH, or diminish UCH’s indemnity obligations to Buyer’s Indemnified Persons, under this Agreement and shall under no circumstances be claimed by UCH as a defense (whether of waiver, estoppel, consent, operation of Law, or otherwise) against Buyer’s assertion of any claim under this Agreement against Seller or UCH and the rights and obligations of the Parties to each other under this Agreement shall be determined as if such agreement or understanding with such Governmental Authority or payor, or the other party to an Assumed Contract, did not exist or such assumption was not required by Legal Requirement.
Consent of Others. As soon as reasonably practicable after the date of this Agreement, and in any event prior to the Closing, the Purchaser shall use reasonable commercial efforts to obtain the consents required to be obtained by the Purchaser hereunder of all necessary Persons (including Governmental Authorities) having jurisdiction over this transaction to the consummation of the transactions contemplated hereunder. If the Purchaser uses reasonable commercial efforts to obtain the consents required to be obtained by the Purchaser hereunder, a failure to obtain such consents shall not be cause for any party hereto to terminate or extend this Agreement.
Consent of Others. To the extent that the consummation of the transactions provided for herein requires the consent of a third party, whether to avoid the occurrence of an event of default under any contract, license, lease or agreement by which the Property are bound or otherwise, the Seller shall use reasonable efforts to obtain any such consent prior to the Closing Date. Specifically, Seller shall use reasonable efforts to obtain any and all consents required and necessary in order to validly and effectually transfer and assign each of the leases of real property set forth on Schedule 3.09, without change in the terms and conditions thereof, except as otherwise provided herein, on which the Theatres are operated by Seller, and are to be transferred to Buyer.
Consent of Others. If, pursuant to the terms of this Lease Tenant must obtain the consent or approval of Landlord, and the matter for which Tenant is seeking such consent or approval requires Landlord to obtain the consent of any Superior Party, then in the event Landlord is contemplating granting such consent or approval or in the event Landlord is obligated under this Lease, in light of the relevant facts and circumstances, to grant such consent or approval, Landlord shall forward a copy of Tenant’s request for such consent or approval, together with any relevant documents Landlord deems appropriate, to such Superior Party, and shall use Landlord’s reasonable efforts to obtain the consent or approval of such Superior Party, provided, that any actual, out-of-pocket cost incurred by Landlord in obtaining or in attempting to obtain such consent (including, without limitation, reasonable attorneys’ fees) shall be paid for by Tenant. If such Superior Party refuses to grant such consent or approval, and, as a result thereof Landlord withholds its consent to Tenant’s request therefor, such withholding by Landlord shall not be deemed to be an unreasonable refusal to grant such consent or approval.
Consent of Others. As soon as reasonably practical after the execution and delivery of this Agreement, and in any event on or before the Closing date, Seller shall use its best efforts to assist Buyer in obtaining the written consent of the persons described in SCHEDULE 4.13 to this Agreement.
Consent of Others. 13 8.10 Representations and Warranties True at Closing..............13 8.11 Sales and Use Tax on Prior Sales.............. .............13 8.12
