Consents; Assignments Sample Clauses

Consents; Assignments. Seller and Purchaser shall use best efforts to obtain any consent, approval or amendment required to novate and/or assign all agreements, leases, licenses, and other rights of any nature whatsoever included in the Acquired Assets. In the event and to the extent that Seller and Purchaser are unable to obtain any such required consent, approval or amendment, or if any attempted assignment would be ineffective or would adversely affect the rights of Seller with respect to the Acquired Assets so that Purchaser would not in fact receive all the rights with respect to the Acquired Assets, Seller and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser may (to the extent permitted by law, including without limitation, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and any Local Rules or orders of the Bankruptcy Court, or the terms of any applicable agreement) obtain the benefits and assume the obligations with respect to such Acquired Asset in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Purchaser, or under which Seller would enforce for the benefit of Purchaser, with Purchaser assuming Seller’ obligations, any and all rights of Seller against a third party thereto. To the extent such arrangements are made, Seller shall, without further consideration, pay and remit to Purchaser promptly all monies, rights, and other considerations received in respect of Purchaser’s performance of such obligations. Following the Closing, Seller shall use best efforts to obtain required consents with respect to any Acquired Assets which are not assigned to Purchaser pursuant to the Sale Order. If and when any such consent shall be obtained or such agreement, lease, license, or other right shall otherwise become assignable or able to be novated, Seller shall promptly assign and novate all their rights and obligations thereunder to Purchaser without the payment of any further consideration.
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Consents; Assignments. (a) Seller, Shareholder and Purchaser shall use their respective commercially reasonable efforts to obtain any consent, approval or amendment required to novate and/or assign the Property Leases, Client Contracts, Contractor Contracts, Assets Leases, Contracts and other rights, licenses or contracts of any nature whatsoever constituting Business Assets and to obtain the Key Employee Contracts and agreements with Transferring Employees; provided, however, that, except for filing and other administrative charges, Purchaser shall not be obligated to pay any consideration therefor to third parties from whom consents, approvals and amendments are requested.
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Consents; Assignments. If, as of the Closing, there are any consents that have not yet been obtained (or otherwise are not in full force and effect) or if any Seller Contract has not been assigned to Buyer which is required to be assigned hereunder, in the case of each Seller Contract as to which such consents were not obtained (or otherwise are not in full force and effect) or any Seller Contract which has not been assigned to Buyer as required hereunder (the "Restricted Contracts"), Buyer may waive the closing conditions as to any such consent or assignment and, in the event that Buyer elects, in its sole discretion, to waive any such closing condition as to any such consent or assignment, Buyer may either:
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Consents; Assignments. (a) Seller shall use its reasonable best efforts to obtain all consents or approvals from parties to the Assigned Contracts and all consents, licenses or Permits from governmental authorities, which are required by the terms thereof or this Agreement for the consummation of the transactions contemplated hereby; provided, that anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to transfer any Assigned Contract or Permit if the attempted assignment thereof without the consent of another Person would constitute a breach of, or a default under, or in any other manner affect the rights of Seller or Buyer with respect to such Assigned Contract or Permit. To the extent necessary, Buyer shall use its reasonable best efforts to cooperate with Seller in obtaining such consents and approvals, provided that Buyer shall not be required (i) to agree to any change in the material terms and conditions of any Assigned Contract, or (ii) to pay any fee or other monetary consideration to third parties from whom such consents or approvals are requested.
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Consents; Assignments. (a) Each of Seller and Buyer shall cooperate, and use their respective best efforts, to make all filings and obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties necessary to consummate the transactions contemplated by this Agreement. Each of the parties hereto will furnish to the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing and will provide the other party with copies of all filings made by such party with any governmental entity or any other information supplied by such party to a governmental entity in connection with this Agreement and the transactions contemplated hereby.
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Consents; Assignments. 20 SECTION 5.2
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Consents; Assignments. (a) Seller, Shareholder and Purchaser shall use their respective commercially reasonable efforts to obtain any consent, approval or amendment required to novate and/or assign the Property Leases, Client Contracts, Contractor Contracts, Assets Leases, Contracts and other rights, licenses or contracts of any nature whatsoever constituting Business Assets; provided, however, that, except for filing and other administrative charges, Purchaser shall not be obligated to pay any consideration therefor to third parties from whom consents, approvals and amendments are requested.
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Consents; Assignments. The Partnership shall have received all consents, waivers, approvals and assignments to the Contracts listed in Schedule 3.12 hereto, unless waived by Parent;
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Consents; Assignments. The Partnership shall have received all consents, waivers, approvals and assignments to the Contracts listed on the Schedule of Exceptions hereto, unless waived by Newco;
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Related to Consents; Assignments

  • Amendments; Assignments A. Except as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement.

  • Consents to Assignment Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Amendments and Waivers; Assignment (i) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and a majority in interest of the Holders or, in the case of a waiver, by the party or parties against whom the waiver is to be effective; provided, however, that waiver by the Holders shall require the consent of a majority in interest of the Holders.

  • Consents; Waivers No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Consents Amendments and Waivers Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

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