Consents and Assignments. As of the Closing, the Company shall have received all consents and assignments as may be required to effectuate the Contemplated Transactions.
Consents and Assignments. Epitope and Agritope shall use reasonable efforts to obtain, either before or after the Distribution Date, any consent, approval or amendment required to novate and/or assign to an Agritope Unit or to Epitope, as appropriate, all agreements, leases, licenses and other rights of any nature whatsoever relating solely to that party's business.
Consents and Assignments. Seller (and, to the extent applicable, Stockholder) shall have made all filings with and notifications of governmental authorities, regulatory agencies and other entities required to be made by Seller (and, to the extent applicable, Stockholder) in connection with the execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the continued operation of the business of Seller by Buyer subsequent to the Closing; and Seller and Buyer shall have received all authorizations, waivers, consents and permits, in form and substance reasonably satisfactory to Buyer, from all third parties, including, without limitation, applicable governmental authorities, regulatory agencies, lessors, lenders and contract parties, required to permit the continuation of the business of Seller and the consummation of the transactions contemplated by this Agreement, and in connection with the transfer of Subject Assets or Seller's contracts, permits, leases, licenses and franchises, to avoid a breach, default, termination, acceleration or modification of any indenture, loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award as a result of, or in connection with, the execution and performance of this Agreement.
Consents and Assignments. (a) Prior to and after the Closing, Parent and Seller shall cooperate and use their respective commercially reasonable efforts (but without the requirement of any payment of money or the provision of any other consideration by Seller) to obtain, as soon as practicable, all requisite consents to transfers and assignments, as the case may be, of all of the Transferred Assets (the “Consents”).
(b) To the extent any Consent has not been obtained on or prior to Closing with respect to any Transferred Asset (a “Delayed Asset”) and any related Assumed Liability (a “Delayed Liability”), Seller shall enter into such reasonable arrangements with the Parent that will reflect as nearly as possible the respective benefits and obligations that would have been in effect had the Delayed Assets and Delayed Liabilities been transferred and assumed at Closing. At such time and on each occasion after the Closing that a Consent shall be obtained with respect to any Delayed Asset, such Delayed Asset shall forthwith, without any further action on the part of Parent or Seller, be transferred and assigned to the applicable Purchaser by the Seller, and all Delayed Liabilities related to such Delayed Asset shall be simultaneously assumed by the applicable Purchaser.
(c) If there are any Delayed Assets, the Seller will use commercially reasonable efforts to provide the applicable Purchaser with the benefits intended to be assigned in respect of such Delayed Asset and, to the extent that the applicable Purchaser is provided with such benefits, the applicable Purchaser shall assume, pay when due and perform any corresponding Delayed Liabilities as and when obligated. The Seller shall take such action as the applicable Purchaser may reasonably request so as (i) to provide the applicable Purchaser with the benefits of each Delayed Asset (including permitting the applicable Purchaser to take actions, in the name of the Seller, but at the applicable Purchaser’s expense, required to enforce any rights reasonably necessary for the applicable Purchaser to receive the full benefits of such Delayed Asset) and (ii) to effect collection of money or other consideration due and payable under the Delayed Asset. The Seller shall promptly pay over to the applicable Purchaser all money or other consideration received by it in respect of each Delayed Asset. Notwithstanding anything to the contrary set forth in the foregoing sentences, the Seller shall be entitled to retain from or set-off against amount...
Consents and Assignments. SELLER shall have delivered to XXXXXX all consents and assignments of all persons and entities necessary for the performance of the transactions contemplated by this Agreement, including the transfer of all assets and the assignment of leases, and SELLER shall have obtained the consents of: any lender to SELLER, or, in the alternative, the release of all liens held by such lender, with respect to the sale and transfer of the assets; and any other consents of third parties deemed necessary or appropriate by XXXXXX.
Consents and Assignments. Xxxxx shall have delivered to Xxxxxx all consents and assignments of all persons and entities necessary for the performance of the transactions contemplated by this Agreement, including the transfer of all assets and the assignment of leases, and Xxxxx shall have obtained the consents of: any lender to Xxxxx, or, in the alternative, the release of all liens held by such lender, with respect to the sale and transfer of the assets; and any other consents of third parties deemed necessary or appropriate by Xxxxxx.
Consents and Assignments. A. The assignment to Monro of Xxxxxxxxx'x rights under the Real Property leases described on Schedule 3.10A, including the landlord's written consent, where required, the landlord's executed estoppel certificates confirming the commencement and termination dates of the lease, any renewal options, the monthly rent and any additional rent, and that there are no defaults by landlord or tenant under the terms of the lease (or setting forth the details of such defaults, if any and the Landlord's written agreement to amend such leases with respect to the matters described on Schedule 7.05. The execution and delivery by the Guarantor (or affiliates of the Guarantor) of leases of each parcel of the Real Property described in Schedule 3.10A, except for Stores numbered 28 and 34 on the form of lease agreement attached to Schedule 7.05 and on the respective terms described in Schedule 7.05. Leases for Real Property in Schedule 3.10A, except for Stores 28 and 34 are referred to in this Agreement individually as the "Guarantor Lease" and collectively as the "Guarantor Leases."
B. The execution and delivery of a lease for the Real Property described as Store 28 in Schedule 3.10A.
C. An assignment of the lease for the Real Property described as Store 34 in Schedule 3.10A. For each lease of Real Property Xxxxxxxxx will provide or cause to be provided to Monro a subordination and non-disturbance agreement, in form reasonably acceptable to Monro from the holders of all mortgages on the Real Property.
D. The assignment to and assumption by Monro of Xxxxxxxxx'x rights and obligations under the Contracts set forth in Schedule 2.03.
Consents and Assignments. Agency shall have obtained, in writing, all consents and assignments necessary or desirable to consummate or facilitate consummation of the Acquisition. The consents and assignments shall be delivered to Madison County Financial before the Closing Date and shall be reasonably acceptable to Madison County Financial in form and substance.
Consents and Assignments. All Required Consents shall have been obtained, and all Assumed Contracts shall have been assigned. To the extent any Required Consents or assignments cannot reasonably be obtained prior to closing, the parties shall mutually agree on a method for obtaining them as soon as practicable thereafter.
Consents and Assignments. All consents of third parties and Governmental Entities set forth on Schedule 5.6 (the “Required Consents”) shall have been obtained, and all Assumed Contracts shall have been assigned.
