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.
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.
Consents; Further Assurances. Consistent with the terms and conditions hereof, each party hereto will use its reasonable 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 Merger, or as the other party hereto may reasonably request in order to carry out this Agreement and the transactions contemplated hereby. Xxxxxxx and Company shall use their reasonable 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. 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. 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. 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. 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. (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.
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.
Consents; Further Assurances. Each party shall execute and deliver such further documents, and perform such other acts, as may be reasonably necessary to achieve the parties’ intent in entering into this Lease. The parties further agree that, to the extent the consent or approval of either of them is required, requested or appropriate under this Lease, such consent or approval shall not be unreasonably or unduly withheld, delayed, or conditioned, and except as may otherwise be expressly provided for herein, each party shall bear its own costs and expenses, including legal costs, in connection with such consent or approval.
