Common use of Consents; Failure to Obtain Consents Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Us Concrete Inc)

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Consents; Failure to Obtain Consents. After Without prejudice to Section 9.01, after the date hereofClosing, each Seller will use its commercially reasonable efforts to obtain or cause to be obtained any Required Contractual Consents (including any other consents that may be required in connection with the transactions contemplated by any of the Transaction Documents that are requested by Buyer and Contemplated Transactions) that have not been previously obtained prior to or at the Effective TimeClosing. Notwithstanding anything to the contrary set forth herein, this Agreement shall will not constitute an assignment or attempt to assign or transfer any interest in any Contract or Permit otherwise included in the Purchased 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 Breach or violation thereof or adversely affect the rights of Buyer, the Purchased Business Assets or the Business. If any such consents have not been obtained at or prior to the Closing, from and after the Closing until Until all such consents are obtained, each Seller shall will 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quadramed Corp)

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Consents; Failure to Obtain Consents. After the date hereof, each Seller will use its commercially reasonable best efforts to obtain or cause to be obtained any consents required in connection with the transactions contemplated by any of the Transaction Documents Agreements that are reasonably requested by Buyer and that have not been previously obtained prior to or at the Effective TimeClosing. 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 required consent of a third party and would constitute a breach or violation thereof or adversely affect have a material adverse effect on the rights of Buyer, Buyer or the Purchased Assets or the BusinessAssets. If any such consents have not been obtained at or prior to the Closing, from and after the Closing until Until all such required consents are obtained, each Seller shall cooperate in any commercially reasonable arrangement reasonably satisfactory to Buyer designed to fulfill the each Seller’s obligations thereunder (at Buyer’s expense) and to afford Buyer the continued full benefits thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Andrea Electronics Corp)

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