Common use of Consents, Approvals and Notices Clause in Contracts

Consents, Approvals and Notices. To the extent required by ------------------------------- applicable law: (a) To the extent that Seller's rights under any agreement, contract, commitment, lease, authorization or other Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. (b) All notices shall have been given and all consents shall have been obtained as required by the terms of the contracts, commitments, agreements or authorizations. (c) The holders of any indebtedness of Seller, the lessors of any real or personal property or assets leased by Seller, the parties (other than Purchaser) to any contract, commitment or agreement to which Seller is a party of subject, any governmental or regulatory official, body or authority or any other person which owns or has authority to grant any authorization or any governmental, judicial or regulatory official, body or authority having jurisdiction over Xxxxxxxxxx, Seller or Purchaser to the extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval. (d) Seller has received consent and agreement of any judgment lien holders as to the release of the judgment as it effects any of Seller's Assets and Xxxxxxxxxx has been released of any obligations created or based upon any guarantees. (e) Seller shall have received the consent of its unsecured creditors to the acceptance of 75% of the unsecured creditors' indebtednesses to be paid and received in full after Closing or if any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect require the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by law, cooperate with Purchaser and act after the Closing as Purchaser's agent in order to obtain for it the benefits under such Asset.

Consents, Approvals and Notices. To the extent required by ------------------------------- applicable law: (a) To Each of the extent Parties shall use commercially reasonable efforts to cooperate with the other and shall use commercially reasonable efforts to take, or cause to be taken, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller's rights under , the Partnership or any agreementof the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, contractapproval or authorization, commitmentother than, leasewith respect to Purchaser (and, authorization after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or agreement to pay, amounts Seller and Purchaser agree are not material in the context of the transaction or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulrights. (b) All notices Without limiting the generality of the undertakings in subsection (a) of this Section 5.1, (i) subject to appropriate confidentiality protections, Seller and Purchaser shall have been given each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all consents correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in advance any proposed written communication to any Governmental Authority; and (iii) except for the transactions contemplated by this Agreement, Purchaser and its Affiliates shall have been obtained as required not, without the prior written consent of Seller, such consent not to be unreasonably conditioned, delayed or withheld, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other entity or any business or division thereof if such acquisition or agreement would reasonably be expected to materially increase (x) the terms risk of not obtaining any Required Governmental Authorization, or (y) the contracts, commitments, agreements or authorizationsrisk of requiring any additional Governmental Authorization. (c) The holders Without limitation of the foregoing, neither Seller nor Purchaser nor any indebtedness of Seller, their respective Affiliates or representatives shall meet with or engage in discussions with representatives of the lessors of any real or personal property or assets leased by Seller, the parties (other than Purchaser) to any contract, commitment or agreement to which Seller is a party of subject, any governmental or regulatory official, body or authority or any other person which owns or has authority to grant any authorization or any governmental, judicial or regulatory official, body or authority having jurisdiction over Xxxxxxxxxx, Seller or Purchaser to the extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of Bahamian Governmental Authorities in connection with the transactions contemplated hereby in by this Agreement without providing the manner herein provided, shall have granted such consent or approvalother party an opportunity to participate. (d) Seller has received consent and agreement of any judgment lien holders as to the release of the judgment as it effects any of Seller's Assets and Xxxxxxxxxx has been released of any obligations created or based upon any guarantees. (e) Seller shall have received the consent of its unsecured creditors to the acceptance of 75% of the unsecured creditors' indebtednesses to be paid and received in full after Closing or if any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect require the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by law, cooperate with Purchaser and act after the Closing as Purchaser's agent in order to obtain for it the benefits under such Asset.

Consents, Approvals and Notices. To the extent required by ------------------------------- applicable law: (a) To Each of the extent Parties shall use commercially reasonable efforts to cooperate with the other and shall use commercially reasonable efforts to take, or cause to be taken, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller's rights under , the Partnership or any agreementof the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, contractapproval or authorization, commitmentother than, leasewith respect to Purchaser (and, authorization after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or agreement to pay, amounts Seller and Purchaser agree are not material in the context of the transaction or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawfulrights. (b) All notices Without limiting the generality of the undertakings in subsection (a) of this Section 5.1, (i) subject to appropriate confidentiality protections, Seller and Purchaser shall have been given each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all consents shall have been obtained as required by the terms of the contracts, commitments, agreements or authorizations. correspondence between such Party (cand its advisors) The holders of with any indebtedness of Seller, the lessors of any real or personal property or assets leased by Seller, the parties (other than Purchaser) to any contract, commitment or agreement to which Seller is a party of subject, any governmental or regulatory official, body or authority or Governmental Authority and any other person which owns or has authority information supplied by such Party and such Party’s Affiliates to grant any authorization or any governmental, judicial or regulatory official, body or authority having jurisdiction over Xxxxxxxxxx, Seller or Purchaser to the extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of a Governmental Authority in connection with this Agreement and the transactions contemplated hereby hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in the manner herein provided, shall have granted such consent or approval. (d) Seller has received consent and agreement of advance any judgment lien holders as proposed written communication to the release of the judgment as it effects any of Seller's Assets and Xxxxxxxxxx has been released of any obligations created or based upon any guarantees. (e) Seller shall have received the consent of its unsecured creditors to the acceptance of 75% of the unsecured creditors' indebtednesses to be paid and received in full after Closing or if any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect require the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by law, cooperate with Purchaser and act after the Closing as Purchaser's agent in order to obtain for it the benefits under such Asset.Governmental Authority; and

Consents, Approvals and Notices. To the extent required by ------------------------------- applicable law: (a) To the extent that Seller's rights under any agreement, contract, commitment, lease, authorization Authorization or other Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. (b) All notices shall have been given and all consents shall have been obtained as required by the terms of the contracts, commitments, agreements or authorizationsAuthorizations. (c) The holders of any indebtedness of Seller, the lessors or lessees of any real or personal property or assets leased by Seller, the parties (other than Purchaser) to any contract, commitment or agreement to which Seller is a party of or subject, any governmental or regulatory official, body or authority or any other person which owns or has authority to grant any authorization or Authorization and any governmental, judicial or regulatory official, body or authority having jurisdiction over XxxxxxxxxxPeterson, Seller or Purchaser to the Purchasex xx xxx extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval. (d) Seller has received consent and agreement of any judgment lien holders as to the release of the judgment as it effects any of Seller's Assets and Xxxxxxxxxx has been released of any obligations created or based upon any guarantees. (e) Seller shall have received the consent of its unsecured creditors to the acceptance of 75% of the unsecured creditors' indebtednesses to be paid and received in full after Closing or if If any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect require acquire the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by law, cooperate with Purchaser and act after the Closing as Purchaser's agent in order to obtain for it the benefits under such Asset.