Consent-Pending Contracts Sample Clauses

Consent-Pending Contracts. An Assumed Contract is a "Consent-Pending Contract" at any time after the Closing when any consent relating to such Assumed Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Assets to be consummated in a timely manner, and based upon the Parties' mutual belief that no other Party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' enjoyment or use of the Sellers' rights or performance of the Sellers' obligations under any Consent-Pending Contract and that each such third Party will grant any required consent, the Closing Transactions will be consummated notwithstanding the fact that any required consent which is not a Mandatory Consent has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers and the Sellers agree as follows with respect to each Consent-Pending Contract:
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Consent-Pending Contracts. An assumed Customer Contract or Other Contract is a "Consent-Pending ---------------- Contract" at any time after the Closing when any Consent relating to such --------- Assumed Contract is required to consummate the transactions contemplated herein has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Acquired Assets pursuant to this Agreement to be consummated in a timely manner, and based upon Seller's and Buyer's mutual belief that no other party to a Consent-Pending Contract will object to or be materially harmed by Buyer's enjoyment or use of the Companies' rights or performance of the Companies' obligations under any Consent-Pending Contract and that each such third party eventually will grant any required Consent, the Closing Transactions may be consummated despite the fact the required Consent has not been obtained under one or more Consent-Pending Contracts. In that event, Buyer and Seller agrees as follows with respect to each Consent-Pending Contract:
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Consent-Pending Contracts. The Seller Entities and Buyer agree that, in the event a counterparty to any of the Consent Pending Contracts hereto informs Buyer or Seller Entities that the assignment of such Assumed Contract to Buyer is invalid or otherwise disputes such assignment as being in violation of the terms of such Assumed Contract, such Assumed Contract will immediately be added to the appropriate schedule to the Transition Services Agreement and shall thereafter be deemed a Consent Pending Contract for all purposes under the Transition Services Agreement.
Sample 1
Consent-Pending Contracts. A Contract to be assumed by the Buyer pursuant to this Agreement is a "Consent-Pending Contract" at any time after the Closing when any Consent relating to such Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Sale Assets in a timely manner, and based upon the Parties' mutual belief that no other party to a Consent-Pending Contract will object to or be materially harmed by Buyer's enjoyment or use of Sellers' rights or performance of Sellers' obligations under any Consent-Pending Contract, and that each such party will grant any required Consent, Sellers and Buyer may consummate the Closing notwithstanding the fact that any required Consent has not been obtained under one or more Consent-Pending Contracts. In that event, Buyer and Sellers agree, from and after the Closing Date, Buyer and Sellers will cooperate with one another to provide Buyer with the benefits of each Consent-Pending Contract (and Buyer may utilize such benefits), and Buyer will assume and agree to timely pay, satisfy, perform, and discharge Sellers' liabilities which arise under such Contract after the Closing Effective Time to the extent that the same constitute Assumed Obligations.
Sample 1

Related to Consent-Pending Contracts

  • 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.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS.

  • 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 Resorts or the Collateral.

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • Scheduled Contracts Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to:

  • Existing Contracts Attached as Exhibit K is a true, correct and complete schedule of all Existing Contracts. Seller has not received any currently effective notice in writing of any uncured material default under any of such Existing Contracts and, to Seller’s knowledge, Seller is not in default under any such Existing Contracts. Seller is not a party to, and, to Seller's knowledge, the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral, with respect to the Property that would be binding upon the Property or Buyer after Closing, other than the Permitted Exceptions, the Leases, and the Approved Contracts.

  • Major Contracts 42 3.15 Taxes.................................................................43 3.16

  • Project Contracts (i) all existing Project Contracts are or will be in full force and effect at the time of the first drawdown under this Agreement (except for the EPC Contract, which will be in full force and effect once the down payment under the EPC Contract has been made), (ii) no other material Project Contracts have been concluded, which have not been disclosed to the Agent, (iii) the Borrower has no notice of any material breaches by any contracting party under the Project Contracts, and (iv) with regard to Project Contracts, which will not be available before the day on which this representation and warranty is made or repeated, the Borrower assumes that these are produced as soon as and to the extent that they may become necessary for the Project;

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • Material Contracts 13 Section 3.10

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