Consents; Failure to Obtain Consents. After the Closing, Seller will use its reasonable best efforts to obtain or cause to be obtained any consents required in connection with the transactions contemplated hereby that are requested by Buyer and that have not been previously obtained prior to or at the Closing. In the event any consent to the assignment of any Contract or Permit is required in connection with the transactions contemplated hereby and has not been obtained as of the Closing, then Seller shall continue to use their reasonable best efforts to obtain or cause to be obtained such consents and until all of such consents are obtained, shall cooperate in any arrangement reasonably satisfactory to Buyer designed to fulfill any Seller’s obligations thereunder and to afford Buyer the full benefits thereof. Notwithstanding anything to the contrary set forth herein, this Agreement shall not constitute an assignment or attempt to assign or transfer any interest in any instrument, contract, lease, permit or other agreement or arrangement of the Business or any claim, right or benefit arising thereunder or resulting therefrom, if an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or adversely affect the rights of Buyer, the Purchased Assets or the Business.
Consents; Failure to Obtain Consents. After the date hereof, each Seller will use its commercially reasonable efforts to obtain or cause to be obtained any consents required in connection with the transactions contemplated by any of the Transaction Documents that are requested by Buyer and that have not been previously obtained prior to or at the Effective Time. Notwithstanding anything to the contrary set forth herein, this Agreement shall not constitute an assignment or attempt to assign or transfer any interest in any Contract or Permit otherwise included in the Purchased Assets, or any claim, right or benefit arising thereunder or resulting therefrom, if such assignment or transfer is without the consent of a third party and would constitute a breach or violation thereof or adversely affect the rights of Buyer, the Purchased Assets or the Business. If any such consents have not been obtained at or prior to the Closing, from and after the Closing until all such consents are obtained, each Seller shall cooperate in any arrangement reasonably satisfactory to Buyer designed to fulfill the each Seller’s obligations thereunder and to afford Buyer the continued full benefits thereof.
Consents; Failure to Obtain Consents. Seller will, upon request of Buyer, use its reasonable commercial efforts to obtain any consents required in connection with the transactions contemplated that have not been obtained prior to Closing. In the event any consent to the assignment of any Contract, Permit or Intellectual Property right is required in connection with the transactions contemplated hereby and has not been obtained as of the Closing, then until such consent is obtained, Seller and Buyer shall cooperate in any arrangement reasonably satisfactory to the parties designed to fulfill Seller's obligations thereunder and to afford Buyer the benefits thereof.
Consents; Failure to Obtain Consents. Notwithstanding anything to the contrary set forth herein, this Agreement shall not constitute an assignment or attempt to assign or transfer any interest in any Contract or Permit otherwise included in the Purchased Assets, or any claim, right or benefit arising thereunder or resulting therefrom, if such assignment or transfer is without the consent of a third party and would constitute a breach or violation thereof or materially adversely affect the rights of Buyer, the Purchased Assets or the Business. Until all such consents are obtained, Seller and Buyer shall cooperate and shall use their respective commercially reasonable efforts to enter into such arrangements designed to fulfill Seller’s obligations thereunder and to afford Buyer the continued full benefits thereof. Seller shall hold in trust for and pay to Buyer promptly upon receipt thereof, such Purchased Asset and all income, proceeds and other monies received by Seller to the extent related to such Purchased Asset in connection with the arrangements under this Section 6.4.
Consents; Failure to Obtain Consents. After the Closing Date, Seller will use its commercially reasonable efforts to obtain or cause to be obtained any Consents required to be obtained by Seller in connection with the transactions contemplated by this Agreement that are requested by Purchaser and that have not been previously obtained prior to or at the Closing, and Purchaser shall provide its cooperation in such regard if reasonably requested by Seller. Seller shall cooperate in any reasonable arrangement which is designed to provide Purchaser with the benefits of such Consent until such time the Consent is actually obtained by Seller. Notwithstanding anything herein to the contrary, in no event will Seller be obligated to pay any fee to any third party in order to obtain a Consent. This Section 5.11 shall not apply to Permits related to the Newnan Facility, and Purchaser shall obtain new Permits for the Newnan Facility in its own name.
Consents; Failure to Obtain Consents. After the Closing, the Shareholders will use their reasonable commercial efforts to obtain or cause to be obtained promptly any consents required in connection with the transactions contemplated by any of the Transaction Agreements that are requested by Buyer and that have not been obtained prior to or at the Effective Time.
Consents; Failure to Obtain Consents. After the Execution Date, each Seller Party will use its reasonable best efforts to obtain or cause to be obtained all Required Consents and any other consents otherwise requested by Buyer, including those that have not been previously obtained prior to the Closing. If any consent, approval, or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party (or to which the Xxxx Entities were parties immediately prior to the Reorganization) is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to obtain such consent, approval, or authorization and in any arrangement reasonably satisfactory to Buyer designed to afford the Company the continued full benefits thereunder for the term thereof.
Consents; Failure to Obtain Consents. Prior to Closing, Evant will, upon request of Buyer, use commercially reasonable efforts to obtain the consents, approvals and waivers of any and all third parties required in connection with the transactions contemplated by this Agreement, but shall in no case be obligated to make any payment, or provide any consideration, to obtain such consent. Evant shall, as soon as practicable and no later than three business days after the date hereof, solicit the written consent of the Shareholders to this Agreement, the Merger, the appointment of the Shareholder Representative and the other transactions contemplated by this Agreement.
Consents; Failure to Obtain Consents. Prior to Closing, Seller will, upon request of Buyer, use its reasonable commercial efforts to obtain any consents required in connection with the transactions contemplated that have not been obtained prior to Closing. Nothing in this Agreement shall be construed as an attempt by Seller to assign or transfer to Buyer pursuant to this Agreement any Contract, Permit or Intellectual Property right included in the Purchased Assets (i) which is by its terms or by law nonassignable without the consent of any other party or parties, unless such consent or approval shall have been given, or (ii) as to which all the remedies for the enforcement thereof available to Seller would not by law pass to Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). In the event any consent to the assignment of a Non-Assignable Contract is required in connection with the transactions contemplated hereby and has not been obtained as of the Closing, then until such consent is obtained, Seller and Buyer shall cooperate in any arrangement reasonably satisfactory to the parties designed to afford Buyer the benefits thereof. Buyer shall perform, or reimburse to Seller the actual reasonable cost of performing, the obligations of Seller under such Non-Assignable Contracts. The parties hereto agree that Seller shall not be deemed to be in breach of this Agreement as a result of its failure to transfer to Buyer at Closing any Non-Assignable Contract not listed on Schedule 7.1(d) and, accordingly, Buyer shall not be excused from its obligation to effect the Closing.
Consents; Failure to Obtain Consents. Notwithstanding anything to the contrary set forth herein, at Buyer’s sole option, this Agreement shall not constitute an assignment or attempt to assign or transfer any interest in any Contract otherwise included in the Business Assets, or any claim, right or benefit arising thereunder or resulting therefrom, if such assignment or transfer is without the consent of a third party and would constitute a breach or violation thereof or adversely affect the rights of Buyer, the Business Assets or the Business. Until all such consents are obtained, Seller shall cooperate (at Buyer’s expense) in any arrangement reasonably satisfactory to Buyer designed to fulfill the Seller’s obligations thereunder and to afford Buyer the continued full benefits thereof (including, without limitation, the receipt and recognition by Buyer of all revenue thereunder).
