Consents and Governmental Authorizations. (a) Promptly after the date hereof, Seller and Buyer shall (i) use commercially reasonable efforts to give all notices required to be given to third parties in connection with the transactions contemplated hereby, (ii) use commercially reasonable efforts to obtain prior to the Closing all Consents and Governmental Authorizations identified or required to be identified on Schedule 4.3, and (iii) cooperate with and assist the other Party (including by providing to any Governmental Entity at the reasonable request of the other Party, information relating to such Party or its business or the Business, the Transaction Documents or the transactions contemplated thereby) in obtaining promptly, and in any event prior to Closing, all Consents and Governmental Authorizations identified or required to be identified on Schedule 4.3 and Schedule 5.3. Except as may be required pursuant to Section 6.21 in connection with the Lender Waiver, the foregoing shall not require any Party to make any payment to any Person in order to obtain any Consent with respect to any Purchased Contract. Notwithstanding anything to the contrary set forth herein, the Parties acknowledge and agree that Seller is responsible for obtaining the Lender Waiver and, unless otherwise agreed by Buyer, Buyer is not obligated to make any financial accommodation in connection with obtaining the Lender Waiver.
(b) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign at Closing any Purchased Contract or any Claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof without the consent of a third party would constitute a breach or default thereof or give rise to a right of termination or cancellation thereunder (any such Contract, Claim or right that constitutes a Purchased Contract shall be referred to as a “Non-Assigned Contract,” provided that the Site Development and Incentive Agreement shall not constitute a Non-Assigned Contract). Seller and Buyer shall continue to use commercially reasonable efforts for one hundred and eighty (180) days following the Closing Date to obtain the Consents necessary to assign or transfer any of the Non-Assigned Contracts. After the Closing, Seller shall not modify, amend, terminate or renew any Non-Assigned Contract (except as may be expressly required by such Non-Assigned Contract) without first obtaining the written consent of Buyer (which conse...
Consents and Governmental Authorizations. The execution and delivery by Buyer of this Agreement, Buyer’s performance hereunder and the consummation of the Transactions do not require (a) any Consent under any Contract to which Buyer is party or by which Buyer’s assets are bound, except where failures to obtain such Consents would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Buyer’s ability to consummate the Transactions, or (b) any Governmental Authorization where failure to obtain such Governmental Authorization would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Buyer’s ability to consummate the Transactions.
Consents and Governmental Authorizations. The Consents and Governmental Authorizations set forth on Schedule 7.1(f) shall have been obtained and shall be in full force and effect.
Consents and Governmental Authorizations. Part 3.2(c). . . . . . . . . . . . . . . . . . . . . . . . .Exceptions to No Conflict Part 3.3 . . . . . . . . . . . . . . . . . . . . . . .Fully-Diluted Capital Structure
Consents and Governmental Authorizations. Except for the GCD Authorizations, no material consent, order, approval or authorization or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by GCD of any of the Basic Agreements and the consummation of the transactions contemplated thereby.
Consents and Governmental Authorizations. Except for the IMPSAT Authorizations, no material consent, order, approval or authorization or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by IMPSAT of any of the Basic Agreements and the consummation of the transactions contemplated thereby.
Consents and Governmental Authorizations. Other than the Required Consents, the execution and delivery by Buyer of this Agreement, Bxxxx’s performance hereunder and the consummation of the Transactions do not require (a) any Consent (i) from any Person or (ii) under any Contract to which Buyer is party or by which Buyer’s assets are bound, except where failures to obtain such Consents would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Buyer’s ability to consummate the Transactions or (b) any Governmental Authorization, except where failures to obtain such Governmental Authorization would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Buyer’s ability to consummate the Transactions.
Consents and Governmental Authorizations. Except for the RCN Authorizations and NEWCO Authorizations, no consent, order, approval or authorization or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by RCN and NEWCO of any of the Basic Agreements and the consummation of the transactions contemplated thereby.
Consents and Governmental Authorizations. Except for the BETG Authorizations, no consent, order, approval or authorization or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by BETG of any of the Basic Agreements and the consummation of the transactions contemplated thereby.
Consents and Governmental Authorizations. With respect to those Consents or Government Authorizations identified on Schedule 6.5, each Party shall, as promptly as possible, use its commercially reasonable efforts to obtain or cause to be obtained such Consents and Governmental Authorizations. Each Party shall cooperate fully with the other Parties and their Affiliates in promptly seeking to obtain all such Consents and Governmental Authorizations and no Party will take any action that could have the effect of delaying, impairing or impeding the receipt thereof. If requested by Purchaser, Company or the Seller shall notify all of the Taxing Authorities in the jurisdictions that impose Taxes on the Company or where the Company or the Seller on behalf of the Business has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such Taxing Authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Purchaser to any Taxes of Company or Seller on behalf of the Business in connection with the Transaction. If any Taxing Authority asserts that the Company or Seller on behalf of the Business is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Purchaser that such liabilities have been paid in full or otherwise satisfied.
