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. (a) Prior to the Closing Date, each Seller and Seller Owner will use its commercially reasonable efforts to obtain or cause to be obtained any Consents required to be obtained by each Seller or Seller owner, as applicable, 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 such Seller or Seller Owner. Each Seller and Seller Owner 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 such Seller or Seller Owner.
(b) If, following the Closing, authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, then each Seller or Seller Owner, as applicable, shall assign, transfer, convey and deliver such asset to the Purchaser at no additional cost.
(c) To the extent that any such asset cannot be sold, assigned, transferred, conveyed or delivered to the Purchaser within 90 days following the Closing Date pursuant to this Section 6.1, then the Purchaser and each Seller or Seller Owner, as applicable, shall enter into such arrangements (including subleasing, sublicensing or subcontracting arrangements) to provide to the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Purchaser of the obligations thereunder. Each Seller and Seller Owner shall hold in trust for and pay to the Purchaser promptly upon receipt thereof all income, proceeds and other monies received by such Seller in connection with such Seller's operation thereof (net of any Taxes and any other costs imposed upon the Seller) in connection with the arrangements under this Section 6.1.
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. 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. Without prejudice to Section 7.4, after the Closing, Seller and the Stockholders (other than Southern California Gas Company) will use their 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 reasonably requested by Buyer and that were not and without limitation to Sections 2.3 and Section 2.4 hereof, obtained prior to or at the Closing. 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 or relating to the Business 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 Acquired Assets or the Business. If any consent with respect to any Contract or Permit is required in connection with the transactions contemplated by any of the Transaction Documents and has not been obtained as of the Closing, then Seller and the Stockholders (other than Southern California Gas Company) shall continue to use their reasonable 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 Seller’s obligations thereunder and to afford Buyer the continued full benefits thereof.
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 Closing Date, Purchaser, Seller and Liberty Georgetown will use their commercially reasonable efforts to obtain or cause to be obtained any Consents required to be obtained by Seller or Liberty Georgetown 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 pursuant to Section 1.5. Purchaser, Seller and Liberty Georgetown shall commercially reasonable efforts to 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 pursuant to Section 1.5.
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. Except for those Contracts identified on Schedule 8.9, if (i) the sale, assignment, transfer or conveyance of any of the Contracts which comprise a portion of the Acquired Assets, or any other property or right included in the Assumed Liabilities or the Acquired Assets, without approval, consent or waiver of another party thereto would violate, conflict with, result in a breach or termination of, or constitute a default or event of default under (or an event which with due notice or lapse of time, or both, would continue a default, would constitute a default or event of default under) the terms of such Contracts or result in the creation of any security interest on any of the Acquired Assets under any such Contracts or enable another party to such Contracts to terminate the same or impose a penalty or additional payment obligations or accelerate any obligation of the Seller or the Buyer under any such Contracts, and (ii) all necessary approvals, consents and waivers of all parties to such Contracts have not been obtained at or prior to the Closing, then (A) this Agreement shall not constitute an agreement to assign or assume such Contracts or, to the extent applicable, other property or right included in the Assumed Liabilities or the Acquired Assets, and such Contracts, property or right shall not be assigned to or assumed by the Buyer or be included in the Acquired Assets or the Assumed Liabilities, (B) the Seller shall, following the Closing, use all reasonable efforts to assist the Buyer in attempting to obtain such necessary approvals, consents and waivers, (C) the Seller and the Buyer shall, following the Closing, promptly execute all documents necessary to complete the assignment and assumption of such Contracts, property or right, if such approvals, consents and waivers are obtained, and (D) unless and until such approvals, consents and waivers are obtained and such assignment and assumption occurs, the Seller and the Buyer shall cooperate in entering into any reasonable arrangement designed to obtain for the Buyer all benefits and privileges of such Contracts, property or right, including the holding by the Seller of such benefits and privileges in trust for the Buyer, while protecting the Seller from the obligations of the Seller first accruing under such Contracts, property or right, after the Closing Date and related to the period of time after the Closing Date. SECTION 4 --------- Closing -------
