Consents and Further Assurances Sample Clauses

Consents and Further Assurances. (a) Subject to the proviso to Section 5.03, the Parties agree that they will use their best efforts to obtain the written consent of any other necessary party to the assignment of any contract, lease, commitment, sales order, purchase order or undertaking constituting a part of any Interest to be transferred hereunder and, to the extent that any such contract, lease, commitment, sales order, purchase order or undertaking requiring such consent is transferred or assigned pursuant to the terms of this Agreement without such consent, the Parties will cooperate with each other and with NEWCO in any lawful arrangement designed to provide each Party and NEWCO the benefits under any such Interest. Notwithstanding Section 5.03 and any other provision of this Section 5.04(a) to the contrary, (i) none of FAFCO, FAREISI or any other FAFCO Member shall be required to seek the consent to the transfer of the FAFCO Interests of any party to a contract with FAFCO, FAREISI or any other FAFCO Member pursuant to which a consent is required, provided that, in lieu of seeking and obtaining any such required consent, FAFCO agrees to indemnify and hold NEWCO harmless from all Losses suffered or paid, directly or indirectly, through application of NEWCO's assets or otherwise, as a result of or arising out of the failure of FAFCO, FAREISI or any other FAFCO Member to seek or obtain any such required consent and (ii) FAFCO may request that EXPERIAN not seek the consent to the transfer of the EXPERIAN Interests of any party to a contract with EXPERIAN pursuant to which a consent is required, and, so long as FAFCO agrees to indemnify and hold EXPERIAN harmless from all Losses suffered or paid, directly or indirectly, through application of EXPERIAN's assets or otherwise, as a result of or arising out of the failure of EXPERIAN to seek or obtain any such required consent in accordance with the FAFCO request, EXPERIAN will not seek the consent of such party to the transfer of the EXPERIAN Interests unless it determines, in its sole and absolute discretion, that obtaining such consent is in the best interests of its businesses other than the RES Business.
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Consents and Further Assurances. (a) Each Contributor agrees that it will, and it will cause the Companies and Bar None to, use commercially reasonable efforts to obtain the written consent of any other necessary party to the assignment of any Contract or undertaking constituting a part of the Business to be transferred under the Related Documents and, to the extent that any such Contract or undertaking requiring such consent is transferred or assigned pursuant to the terms of the Related Agreements without such consent, each Contributor shall, and shall cause the Companies and Bar None to, cooperate with FADV in any lawful arrangement designed to provide FADV the benefits of such Contract or undertaking; provided, however, that, in order to obtain any such consent, no (a) loan agreement or Contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, (b) Contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to any Contributor or its Affiliates, (c) Contributor or its Affiliates shall be required to make any cash payment, provide any guaranty or relinquish any property or contractual rights and (d) Contributor or its Affiliates shall, and no Contributor or its Affiliates shall be required to, commit to any divestiture transaction, agree to sell or hold separate or agree to license to competitors of such Contributor or its Affiliates, before or after the Closing Date, any of such Contributor’s or its Affiliates’ businesses, product lines, properties or assets, or agree to any changes or restrictions in the operation of such businesses, product lines, properties or assets.
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Consents and Further Assurances. The parties' respective obligations to ------------------------------- assign and assume the obligations described in this Section 4 shall be subject to the parties' obtaining any required third party consents. The parties shall cooperate to obtain such third party consents. Each party shall cooperate reasonably with the other and shall execute such further instruments, documents and agreements, as shall reasonably be requested, to better evidence and reflect the transactions described in this Agreement and to carry into effect the intents and purposes of this Section 4.7.
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Consents and Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable efforts to do all things necessary or advisable to consummate this Agreement and the transactions contemplated hereby, including using its commercially reasonable efforts to obtain all necessary waivers, consents of third parties, and all approvals of Governmental Authorities and to make all necessary registrations and filings and submissions of information to Governmental Authorities to secure the benefits thereof for Buyer to the Acquired Assets (including, but not limited to, all contracts contemplated by this Agreement) through other lawful means. Selling Parties, and Buyer agree that they, at any time before or after the Closing, will execute, acknowledge, and deliver any further consents, deeds, assignments, assumptions, conveyances, documents, and instruments of transfer or receipt either necessary to consummate the sale, transfer, assignment, assumption, grant, or conveyance of the Acquired Assets. The costs and expenses to secure any consents or approvals, make any filings or submissions, or otherwise carry out the intent and purpose of this provision shall be: (A) if related to the transfer or assignment of an Acquired Non-Real Estate Contract or Existing Real Estate Contract, including any and all costs relating to counterparty consents, be borne by Seller, (B) if related to the transfer or other required procedures relating to the Real Property Assets forming part of the Acquired Assets, including transfer Taxes, title insurance premiums or expenses, or re-issuance or transfer of construction permits, shall be allocated pursuant to Sections 3.6 and 3.7 hereof and (C) if related to the transfer, assignment, approval or new application by Buyer of a license or Permit issued by a Governmental Authority, unless set forth otherwise on Schedule 2.6, be borne by Buyer. To the extent any prospective contract or Permit forming part of the Acquired Assets is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Laws, neither this Agreement nor the Transaction Agreements shall constitute an assignment or an attempted assignment of such transferred contract or Permit without the requisite consent or waiver. If any such consents and waivers are no...
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Consents and Further Assurances. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer or assignment or attempted transfer or assignment of any SportPark Agreement, the Sierra Agreement or the Pepsi Agreement would be a violation of any such agreement or would require any authorizations, approvals, consents or waivers of third parties and such authorizations, approvals, consents or waivers shall not have been obtained prior to the SportPark Termination Time, this Agreement shall not constitute a transfer or assignment or an attempted transfer or assignment or delivery thereof if any of the foregoing would constitute a breach of the rights of any third party until such authorization, approval, consent or waiver is obtained. Subject to the terms and conditions hereof, each of the parties hereto agrees to use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate to effectuate the provisions of this Agreement.
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Consents and Further Assurances. Subject to Section 5.2, MAMC agrees that it will, and Matrix agrees to cause MAMC to, use its commercially reasonable best efforts to obtain the written consent of any necessary party to the assignment of any Contract, lease, commitment, sales order, purchase order or undertaking constituting a part of the Matrix Business or the Matrix Interests to be transferred hereunder and, to the extent that any such Contract, lease, commitment, sales order, purchase order or undertaking requiring such consent is transferred or assigned pursuant to the terms of this Agreement without such consent, the Parties will cooperate with each other and with Newco in any lawful arrangement designed to provide Newco the benefits thereunder, including enforcement for the benefit of Newco of any and all rights of the applicable Party against any other party arising out of any breach or cancellation of any such Contract by such other party and, if requested by Newco, acting as an agent on behalf of Newco or as Newco shall otherwise reasonably require.
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Consents and Further Assurances. In case at any time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, the proper officers of each party to the Agreement shall take all such necessary action. Without limiting the foregoing, such parties shall use their commercially reasonable efforts promptly to obtain any consents and approvals and to make all filings and applications necessary or desirable to carry out the purposes of this Agreement which have not been obtained or made as of the date hereof.
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Related to Consents and Further Assurances

  • Additional Documents and Further Assurances Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

  • Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Acquisition Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Acquisition Plan?s terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

  • Financing Statements and Further Assurances The Trust will file all necessary financing statements, assignments or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the lien and security interest in, and all rights of the Collateral Agent with respect to the Collateral, and the Trust shall, upon the request of Financial Security, from time to time, execute and deliver and, if necessary, file such further instruments and take such further action as may be reasonably necessary to effectuate the provisions of this Agreement or to protect the security interest of the Collateral Agent in the Collateral.

  • Further Assurances and Consents In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto will use commercially reasonable efforts to (a) execute and deliver such further instruments and documents and take such other actions as any other Party may reasonably request in order to effectuate the purposes of this Agreement and to carry out the terms hereof and (b) take, or cause to be taken, all actions, and do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements or otherwise to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, using commercially reasonable efforts to obtain any consents and approvals, make any filings and applications and remove any liens, claims, equity or other encumbrance on an Asset of the other Party necessary or desirable in order to consummate the transactions contemplated by this Agreement; provided that no Party hereto shall be obligated to pay any consideration therefor (except for filing fees and other similar charges) to any third party from whom such consents, approvals and amendments are requested or to take any action or omit to take any action if the taking of or the omission to take such action would be unreasonably burdensome to the Party or its Group or the business thereof.

  • Best Efforts and Further Assurances Each of the parties to this Agreement shall use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

  • Further Assurances Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

  • Cooperation; Further Assurances Seller shall cooperate with and assist Purchaser, as reasonably requested, in carrying out the purposes of this Agreement. Seller will cooperate and assist Purchaser, as reasonably requested and at the reasonable expense of Purchaser, in obtaining consents from any Owner as may be required or advisable to assign, transfer, deliver, hypothecate, pledge, subdivide, finance or otherwise deal with the Future Excess Servicing Spread. If Seller is terminated under any Servicing Agreement, Seller shall cooperate fully and at its own expense in transferring such Servicing. If Purchaser assigns all or any portion of its Future Excess Servicing Spread or its other rights under this Agreement to a Third Party Assignee, Seller will cooperate and assist any Third Party Assignee in drafting and entering into a Third Party Future Spread Agreement in accordance with Section 12.15.

  • Further Assurances and Actions (a) Subject to the terms and conditions herein, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) using their respective reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and parties to contracts with each party hereto as are necessary for consummation of the transactions contemplated by this Agreement, and (ii) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.

  • Supplements; Further Assurances Each Pledgor shall take such further actions, and execute and/or deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form and substance reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

  • Further Assurances and Cooperation Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Parties may reasonably request to effect the terms of this Agreement.

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