Consents; Further Assurances. (a) During the period prior to the Closing Date, the Seller shall use its commercially reasonable efforts to, and the Buyer shall cooperate with the Seller or EMS Brazil, in attempting to secure any consents, waivers and approvals of any third party (other than any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement (collectively, the “Required Consents”); provided, however, that notwithstanding anything to the contrary in this Agreement, such efforts by the Seller shall not include any requirement of the Seller or any of its Affiliates to pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including payments to any Governmental Body in excess of normal filing fees), unless, in the case of any cost or expense incurred by the Seller or any of its Affiliates, the Buyer agrees to reimburse the Seller or such Affiliate for such cost or expense; provided, further, that prior to the Closing neither the Buyer nor its officers, employees or authorized representatives may contact any customer, supplier, lessor or other third party (other than any Governmental Body) in connection with any Required Consents without the Seller’s prior written consent (which consent shall not be unreasonably withheld). Except as otherwise expressly provided in this Section 5.8(a), the Seller shall not have any liability whatsoever to the Buyer arising solely out of or relating solely to the failure to obtain any Required Consents. No representation, warranty or covenant of the Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied other than Sections 7.3(c) or 7.3(e), based solely on (i) the failure to obtain any such Required Consents, or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Consents.
(b) If any Required Consent is not obtained prior to Closing and as a result thereof the Buyer shall be prevented by such third party from receiving the rights and benefits with respect to such Transferred Asset intended to be transferred hereunder, or if any attempted assignment would adversely affect the rights of the Seller thereunder so that the Buyer would not in fact receive all such rights or the ...
Consents; Further Assurances. (a) The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services. The cost of obtaining any such consents, licenses and other agreements that primarily relate to the Separations and that are required to perform Services will be allocated as set forth on Schedule 2.4. The cost for all other consents, licenses and other agreements that are required to perform the Services shall be borne as provided in the applicable Exhibit. In the event that any consent, license or other agreement under this Section 2.4 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party ascertaining that such consent, license or other agreement will not be granted by the applicable third party shall immediately notify all other affected Parties, and the Service Provider Party shall as soon as practicable notify the affected Service Recipient Parties in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the affected Service Recipients in obtaining alternative arrangements, (iii) the Service Provider Party shall continue to provide the Services to the extent reasonably practicable under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement.
(b) Each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by another Party, who is either a Service Provider to such Party or a Service Recipient of such Party, in order to effect or enable the provision of the Services contemplated hereunder. In addition, each Party shall cause its Affiliates who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including without limitation, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Affiliates to so perform.
Consents; Further Assurances. (a) Subject to, and not in limitation of, Section 5.4, Seller, on the one hand, and Acquiror, on the other hand, shall cooperate and use its respective commercially reasonable efforts to fulfill as promptly as practicable the conditions to Closing in this Agreement to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, Seller, on the one hand, and Acquiror, on the other hand, shall each, with the reasonable cooperation of the other(s), use commercially reasonable efforts to obtain and maintain all Seller Consents and Acquiror Consents, respectively. If, notwithstanding the exercise of their commercially reasonable efforts and compliance with this Section 5.3 and Section 5.4, Seller is unable to obtain one or more of the Seller Consents, Seller shall reasonably cooperate with Acquiror's efforts to obtain each such Seller Consent for a period of 12 months following the Closing.
(b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys' fees, filing fees or other normal costs of doing business), the giving of any other consideration by Acquiror, the Company or the Subsidiaries or any adjustment to the Final Consideration with respect to seeking any Seller Consents or Acquiror Consents or any regulatory approvals pursuant to Section 5.4.
(c) Each party shall execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction.
(d) As soon as reasonably practicable after the receipt by Seller of a written request by Acquiror, but in no event later than five Business Days following receipt of such request, Seller shall cause the Company to, at Acquiror's option, give proper contingent notice under the Indenture of the Company's intent to redeem the Notes on the Closing Date (or a date that is up to five Business Days following the Closing Date) and to take all other necessary and desirable actions in accordance with the Indenture to permit the redemption of the Notes on such date. Such notice will be subject to the review and approval of Acquiror, and Seller shall cause the Company to revoke such notice at the direction of Acquiror upon not less than two Business Days' written notice. Acquiror shall reimburse Seller for all reasona...
Consents; Further Assurances. The Parties shall execute and deliver to the other, from and after the date hereof, any other agreement or instrument which may be reasonably requested by the other and which is reasonably appropriate to perfect or evidence any of the sales, assignments, contributions, transfers or conveyances contemplated by this Agreement or the Merger Agreement. From and after the date hereof, the Parties shall also cooperate with one another and use commercially reasonable efforts to obtain any third party consents and Permits necessary for Holdco and its Affiliates (including after the Closing, the Company) to continue to operate the Business in substantially the same manner operated by the Owners prior to the Closing Date, and to do any and all such further acts and things as may be reasonably necessary to effect completely the intent of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, to the extent the Parties consummate the transactions contemplated hereby prior to obtaining a third party consent required in connection with the other transactions contemplated by this Agreement, the Owners shall use commercially reasonable efforts to take such actions as may be possible without violation or breach of any such non-assignable material Contract or Permits to effectively provide Holdco with the economic benefits of such material Contracts and Permits.
Consents; Further Assurances. Seller shall obtain all material agreements, consents, waivers, or approvals of third parties necessary or appropriate for Closing or consummation of the transactions contemplated hereby. After Closing, on Buyer's reasonable request and at Buyer's expense, at any time or from time to time, Seller shall take or cause to be taken all such further actions and shall execute, acknowledge, and deliver all such instruments as reasonably may be required to memorialize or effectuate the transactions occurring at Closing in order to ensure that Buyer receives and realizes all of Seller's rights in the Property Sold as of Closing.
Consents; Further Assurances. (a) The Parties shall reasonably cooperate and use commercially reasonable efforts to obtain all third party consents, licenses and other agreements necessary for the provision of the Services. In the event that any consent, license or other agreement under this Section 2.3 cannot be obtained despite the Parties’ commercially reasonable efforts, then (i) the Party first ascertaining that such consent, license or other agreement will not be granted by the applicable third party shall immediately notify all other affected Parties, and the Service Provider shall as soon as practicable notify the Service Recipient in reasonable detail the nature of the applicable exposure and of any proposed resulting modification in the Services, (ii) the Parties shall cooperate and assist the affected Service Recipients in obtaining alternative arrangements, (iii) the Service Provider shall continue to provide the Services to the extent reasonably practicable under such circumstances, and (iv) the affected Parties shall use commercially reasonable efforts to reduce the amount and/or effect of disruption caused by any such failure to obtain such consent, license or other agreement.
(b) Each Party shall execute and deliver such further documents and take such other actions as may be reasonably requested of it by the other Party in order to effect or enable the provision of the Services contemplated hereunder. In addition, each Party shall cause its Affiliates who provide Services pursuant to any Exhibits, to perform their obligations in accordance with this Agreement and the Exhibits, including, all payment obligations hereunder and thereunder, and shall remain liable for the failure of its Affiliates to so perform.
Consents; Further Assurances. (a) Subject to, and not in limitation of, Section 8.4, each of the parties shall, and shall cause its Affiliates to, cooperate and use its respective commercially reasonable efforts to fulfill as promptly as practicable the conditions to Closing in this Agreement to the extent it has the ability to control the satisfaction of such conditions. Without limiting the generality of the foregoing, the parties shall each, with the reasonable cooperation of the other, use commercially reasonable efforts to obtain and maintain any required consents and approvals.
(b) Nothing contained in this Agreement shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys’ fees, filing fees or other normal costs of doing business), or the giving of any other consideration by any party or its Affiliates with respect to seeking any required consents and approvals.
(c) Subject to this Section 8.3 each party shall execute and deliver such other documents, certificates, agreements and other writings and take such other commercially reasonable actions as may be necessary or desirable to evidence, consummate or implement expeditiously the transaction contemplated herein.
Consents; Further Assurances. Consistent with the terms and conditions hereof, each party hereto will use its best efforts to execute and deliver such other documents and take such other actions as reasonably requested by the other party to fulfill the conditions precedent to the obligation of the other party to consummate the exchange of the Organitech Group Shares and the Incubate Exchange Shares, or as the other party hereto may reasonably request in order to carry out this Agreement and the transactions contemplated hereby. Incubate, Xxxxxxxxx, Organitech and the Organitech Shareholders shall use their best efforts and will cooperate with each other to the extent reasonably necessary to obtain all consents, approvals and waivers, if any, from third parties required to consummate the transactions contemplated hereby or which, if not obtained, would materially adversely affect the Condition.
Consents; Further Assurances. After the Closing, Seller shall use its commercially reasonable efforts to obtain (i) the consents identified on Schedule 3.4 and (ii) the consents of any Material Clients required to assign any Assigned Contracts with such Material Client to Buyer. In addition, Seller shall, from time to time, at the request of Buyer, and at Buyer’s expense, execute and deliver such other instruments of conveyance and transfer (including powers of attorney) as Buyer may reasonably request, in order to more effectively consummate the transactions contemplated hereby and to vest in Buyer good and valid title to the Acquired Assets, including assistance in the collection or reduction to possession of any such Acquired Assets.
Consents; Further Assurances. The Seller Parties and the Buyer shall execute and deliver to the other, after the Closing Date, any other instrument which may be reasonably requested by the other and which is reasonably appropriate to perfect or evidence any of the sales, assignments, transfers or conveyances contemplated by this Agreement, to obtain or transfer any consents, licenses, or Permits necessary for the Buyer to own and use the Acquired Assets and to do any and all such further acts and things as may be reasonably necessary to effect completely the intent of this Agreement. The Seller Parties shall give notices to any third parties and shall use its best efforts to obtain any third party consents required to consummate the transactions contemplated here.
