Consents and Subcontracted Work Sample Clauses

Consents and Subcontracted Work. Buyer and Seller shall use commercially reasonable efforts to obtain, between the date of this Agreement and the Closing Date, all requisite consents to the assignment of all of the Purchased Assets and the Assumed Liabilities, including without limitation the Assumed Agreements. To the extent that Seller is unable to obtain any of such consents (without the incurring of any significant additional costs), then the Parties hereby agree to proceed with respect to the underlying rights and obligations of such contracts for which consent has not been obtained as shall permit Buyer to perform the obligations of Seller thereunder, as a subcontractor or otherwise, and Buyer to obtain the benefit thereof (the "Subcontracted Work"); and until the requisite consents are obtained, such obligations will not be deemed to be included in the Assumed Liabilities and nothing contained herein will be deemed to constitute a breach of the contract underlying such rights and obligations. Buyer agrees to diligently perform and discharge the obligations of Seller in connection with the Subcontracted Work; and to the extent that consents to assignment are obtained after the Closing, Buyer agrees that such obligations will no longer be considered to be Subcontracted Work at such time, but will instead be deemed to be Assumed Liabilities for all purposes of this Agreement.
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Consents and Subcontracted Work. 6 Section 4.2.
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Consents and Subcontracted Work. Seller and Buyer shall use reasonable efforts to obtain, in a reasonable amount of time and no later than four months after the Closing Date unless impractical, all requisite consents to assignments and novations, as the case may be, of all of the Transferred Assets and the Assumed Liabilities. The Parties will cooperate and use reasonable efforts in obtaining such consents and novations in accordance with the provisions of this Agreement. The material consents to assignment that have been identified at this time are listed on Schedule 4. 1. If any such required consents cannot be secured without the incurring of any significant additional costs, the Parties shall enter into such other arrangements with respect to the underlying rights and obligations as shall permit Buyer to perform the obligations of Seller thereunder, as a subcontractor or otherwise, and Buyer to obtain the sole benefit thereof (the "Subcontracted Work"); and until the requisite consents are obtained, such obligations shall not be deemed to be included in the Assumed Liabilities and nothing contained herein shall be deemed to constitute a breach of the contract underlying such rights and obligations. Buyer agrees to diligently perform and discharge the obligations of Seller in connection with the Subcontracted Work; and if and to the extent that consents to assignment are obtained after the Closing Date, Buyer agrees that such obligations shall no longer be considered to be Subcontracted Work, but shall instead be deemed to be Assumed Liabilities for all purposes of this Agreement. The Seller hereby transfers to the extent it has the legal right to do so and subject to the applicable license agreements with the licensors, its royalty-free usage rights to the shrink-wrap personal computer software (also known as conditions of use software) being used in the normal course of the Seller's Zurich laser chip production by the Employees, if such software is installed as of March 7, 1997 on the computers which are among the Transferred Assets. If such software copyrights are owned by the Seller, Seller's license terms and conditions continue to apply.
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Consents and Subcontracted Work. (a) Nothing in this Agreement shall be construed as an assignment of, or an attempt to Transfer to Buyer, any contract which, as a matter of Law or by its terms, is not assignable, or not assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (each, a “Restricted Contract”). Seller does not represent or warrant that any such consents are obtainable from any third party, or that any such Contract will be renewed upon expiration of its term, or that any third party thereto will continue to use the products or services offered by Buyer utilizing the Transferred Assets and Transferred IP after the Closing Date. Except as set forth in Section 5.1(b), neither Seller nor Buyer shall have any liability arising out of or relating to the failure to obtain any approvals or consents for any Restricted Contract or because of the default, acceleration or termination of any Restricted Contract as a result thereof. (b) Buyer and Seller shall use commercially reasonable efforts to obtain, as soon as practicable after the Effective Date, all requisite consents to Transfer the Restricted Contracts. Buyer and Seller shall cooperate (including, where necessary, entering into appropriate instruments of assignment and/or assumption as shall be mutually agreed upon between the Parties) to have Seller and the Selling Affiliates released, whenever reasonably possible, from all liability to third parties with respect to the Assumed Liabilities and the Parties shall each solicit such releases concurrently, in a manner acceptable to the Parties, with solicitation of consents from third parties to the Transfer of the Restricted Contracts; provided, however, that neither Party shall be required to grant any additional consideration to any third party in order to obtain any such consent, assumption or release. The required consents to assignment are indicated in Schedule 2.1(b) and Schedule 2.1(c). (c) Unless and until consent to Transfer has been obtained, the Parties shall proceed with respect to the underlying rights and obligations as shall permit Buyer to perform the obligations of, and receive the benefits due (less a Management Fee) to, Seller under each Restricted Contract as a subcontractor, pursuant to the Subcontracted Services Agreement until the expiration or termination of its then-current term. On or about expiration or termination of a Restricted Contract (both Customer and S...
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Related to Consents and Subcontracted Work

  • Assignment and Subcontractors Provider shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the prior written consent of the DISTRICT, which may be withheld by the DISTRICT in its sole and absolute discretion for any reason. Nothing contained herein shall prevent Provider from employing independent associates, subcontractors, and sub consultants as Provider may deem appropriate to assist in the performance of services herein, subject to the prior written approval of the DISTRICT. Any attempted assignment, sublease, or transfer in violation of this Agreement shall be null and void, and of no force and affect. Any attempted assignment, sublet, or transfer in violation of this Agreement shall be grounds for the DISTRICT, in its sole discretion, to terminate the Agreement.

  • ASSIGNMENTS AND SUBCONTRACTING Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

  • Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors listed in the Consultant’s proposal, without prior written approval of the City.

  • ASSIGNMENT AND SUBCONTRACTS 12.1 The CONTRACTOR shall not assign his interest in this contract nor sublet nor subcontract any portion of the work. The CONTRACTOR agrees to bind every subcontractor approved by the OWNER to all of the terms and conditions of this agreement. The CONTRACTOR agrees that he is fully responsible to the OWNER for the acts and omissions of his subcontractor, as CONTRACTOR is for the acts and omissions of himself and of persons directly employed by him.

  • Agents and Subcontractors The MCP, in compliance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2) as applicable, shall ensure all its agents and subcontractors that create, receive, maintain, or transmit PHI from or on behalf of the MCP and/or ODM agree to have, in a written agreement, the same restrictions, conditions, and requirements that apply to the MCP with respect to the use or disclosure of PHI.

  • ASSIGNMENT AND SUBCONTRACT 16.1. If any Affiliate of either Party succeeds to that portion of the business of such Party that is responsible for, or entitled to, any rights, obligations, duties, or other interests under this Agreement, such Affiliate may succeed to those rights, obligations, duties, and interest of such Party under this Agreement. In the event of any such succession hereunder, the successor shall expressly undertake in writing to the other Party the performance and liability for those obligations and duties as to which it is succeeding a Party to this Agreement. Thereafter, the successor Party shall be deemed CLEC or Sprint and the original Party shall be relieved of such obligations and duties, except for matters arising out of events occurring prior to the date of such undertaking. 16.2. Except as provided in Section 16.1, any assignment of this Agreement or of the work to be performed, in whole or in part, or of any other interest of a Party hereunder, without the other Party’s written consent, which consent shall not be unreasonably withheld or delayed, shall be void.

  • Assignments and Subcontracts The Contractor’s rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior, written consent of the UCRC, which consent shall not be unreasonably withheld. Any attempt of Contractor at assignment, transfer, or subcontracting without such consent shall be void. All assignments, subcontracts, or subcontractors approved by the Contractor or the UCRC are subject to all of the provisions hereof. The Contractor shall be solely responsible for all aspects of the Contractor’s subcontracting arrangements and performance. The UCRC is solely responsible for all aspects of its subcontracting arrangements and performance.

  • Contractors and Subcontractors Drug-Free Workplace Act of 1988 1) Publish and give a policy statement to all covered employees informing them that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the covered workplace and specifying the actions that will be taken against employees who violate the policy. 2) Establish a drug-free awareness program to make employees aware of a) the dangers of drug abuse in the workplace; b) the policy of maintaining a drug-free workplace; c) any available drug counseling, rehabilitation, and employee assistance programs; and d) the penalties that may be imposed upon employees for drug abuse violations. 3) Notify employees that as a condition of employment on a federal contract or grant, the employee must a) abide by the terms of the policy statement; and b) notify the employer, within five (5) calendar days, if he or she is convicted of a criminal drug violation in the workplace. 4) Notify the contracting or granting agency within ten (10) days after receiving notice that a covered employee has been convicted of a criminal drug violation in the workplace. 5) Impose a penalty on or require satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is convicted of a reportable workplace drug conviction. 6) Make an ongoing, good faith effort to maintain a drug-free workplace by meeting the requirements of the act.

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

  • CONTRACTOR's Agents and Subcontractors To impose the same restrictions and conditions set forth in this Personal Information and Security Contract on any subcontractors or other agents with whom CONTRACTOR subcontracts any activities under the Agreement that involve the disclosure of DHCS PI or PII to such subcontractors or other agents.

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