Consents Not Obtained at Closing Sample Clauses

Consents Not Obtained at Closing. (a) Sellers shall use all commercially reasonable efforts to obtain and deliver to Cxxxxxx and Purchasers at or prior to the Closing such consents as are required to allow the assignment by Sellers to Purchasers of the Sellers’ right, title and interest in, to and under any Contract included in the Purchased Assets. To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) Anything in this Agreement or the Bxxx of Sale to the contrary notwithstanding, Sellers are not obligated to transfer to Purchasers any of their rights and obligations in and to any Contract without first having obtained all necessary consents and waivers. After the Closing Date, Sellers shall use all commercially reasonable efforts, and Cxxxxxx and Purchasers shall cooperate with Sellers at Sellers’ expense, to obtain any consents and waivers necessary to convey to Purchasers all Contracts intended to be included in the Purchased Assets. (c) If any such consents and waivers are not obtained with respect to any Assumed Contract, a Bxxx of Sale shall constitute an equitable assignment by Wxxxx US to US Purchaser of all of Wxxxx US’ rights, benefits, title and interest in and to such Assumed Contract, to the extent permitted by Law, and provided US Purchaser is entitled to the full benefits thereof, US Purchaser shall be deemed to be Wxxxx US’s agent for the purpose of completing, fulfilling and discharging all of Wxxxx US’ rights and liabilities arising after the Closing Date under such Assumed Contract, and Wxxxx US shall take all necessary steps and actions to provide US Purchaser with the benefits of such Assumed Contract. (d) If a consent or approval is required by any Person pursuant to any Contract, any Permit or otherwise of Wxxxx Canada, and such consent or approval is not obtained at or before the Closing or if an attempted assignment or transfer of any Contract or Permit of Wxxxx Canada is ineffective, Katy shall cooperate with Cxxxxxx and Canadian Purchaser in any commercially reasonable arrangement requested by Cxxxxxx and Canadian Purchaser to provide them the full use and benefits of such Contract or Permit unless and until...
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Consents Not Obtained at Closing. (a) To the extent any Contract is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bxxx of Sale shall constitute an assignment or an attempted assignment of such Contract. (b) If any such consents and waivers are not obtained with respect to any Contract, the Bxxx of Sale shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Contract, to the extent permitted by Law, and Purchaser shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and liabilities arising after the Closing Date under such Contract, and Seller shall take all necessary steps and actions to provide Purchaser with the benefits of such Contract.
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Consents Not Obtained at Closing. The Seller agrees to attempt diligently to obtain any necessary consents which may be required to effect the assignment to the Purchaser of the contract obligations transferred to the Purchaser under this Agreement and the Purchaser will diligently cooperate with the Seller in obtaining the same, and will take such steps as reasonably requested by the Seller with respect thereto. In such cases where such consents have not been obtained by the Closing Date and the Purchaser determines to waive the closing condition set forth in Section 10.05 with respect thereto, this Agreement, to the extent permitted by Law, shall constitute an equitable assignment by the Seller to the Purchaser of all of the Sellers rights, benefits, title and interest in and to the assigned contracts and commitments, and the Purchaser shall be deemed to be the Seller's agent for the purpose of completing, fulfilling and discharging all of the Seller's rights and liabilities arising after the Closing Date under such assigned contracts and commitments, and the Seller shall take all necessary steps and actions to provide the Purchaser with the benefits of such contracts and commitments.
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Consents Not Obtained at Closing. (a) Seller shall use all commercially reasonable efforts to obtain and deliver to Purchaser at or prior to the Closing such consents as are required to allow the assignment by Seller to Purchaser of Seller’s rights, title and interest in, to and under any Transferred Contract and Permit included in the Purchased Assets. To the extent any Transferred Contract or Permit is not capable of being assigned without the consent or waiver of the other party thereto or any third party (including any Governmental Authority), or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Xxxx of Sale and Assignment Agreement shall constitute an assignment or an attempted assignment of such Transferred Contract or Permit. (b) If any such consents and waivers are not obtained with respect to any Transferred Contract, the Xxxx of Sale and Assignment Agreement shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rights, benefits, title and interest in and to such Transferred Contract, to the extent permitted by Law, and Purchaser shall be deemed to be Seller’s agent for the purpose of completing, fulfilling and discharging all of Seller’s rights and Liabilities arising on and after the Closing Date under such Transferred Contract, and Seller shall take all necessary steps and actions to provide Purchaser with the benefits of such Transferred Contract.
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Consents Not Obtained at Closing. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not effectuate the assignment or transfer any instrument, contract, lease, permit or other agreement or arrangement or any Claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent or approval of a third party or governmental approval would constitute a breach or violation thereof or affect adversely the rights of Buyer or any Seller thereunder; and any transfer or assignment to Buyer by Sellers of any interest under any such instrument, contract, lease, permit or other agreement or arrangement that requires the consent of a third party or governmental approval shall be made subject to such consent or approval being obtained. In the event any such consent or approval has not been obtained on or prior to the Closing Date, the Sellers shall use commercially reasonable efforts to (i) provide to the Buyer the benefits of any such instrument, contract, lease, permit, agreement, arrangement or claim, right or benefit and (ii) cooperate with the Buyer to reach a reasonable and lawful arrangement designed to provide such benefits to the Buyer. Nothing in this Section 12.02 shall be deemed to constitute a limitation on Sellers’ obligation to disclose any matter in Section 4.03(a) or Section 4.03(b) of the Disclosure Letter, any matter which would be required to be disclosed, but for the application of this Section 12.02.
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Consents Not Obtained at Closing. (a) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 5.22, if (i) at the Closing the sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset requires the consent, authorization, approval or waiver of a Person who is not a Party or an Affiliate of a Party (including any Governmental Authority) that has not been obtained, (ii) each Party has complied in all material respects with its obligations under Section 5.1 with respect to such consent, authorization, approval or waiver, and (iii) the Parties have each waived in writing the applicable conditions in ARTICLES VI and VII, as applicable, as with respect to such consent, authorization, approval or waiver, then (A) this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof, and (B) following the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent, authorization, approval or waiver; provided, however, that neither Party shall be required to pay any consideration therefor. Once such consent, authorization, approval, or waiver is obtained, Seller shall sell, assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval or waiver relates for no additional consideration. Applicable Transfer Taxes imposed by any Governmental Authority in connection with such sale, assignment, transfer, conveyance or license shall be borne equally between the Parties in accordance with Section 5.9. (b) Notwithstanding anything to the contrary in this Agreement, and subject to the provisions of this Section 5.22, if (i) at the Closing the sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset requires the consent, authorization, approval or waiver of a Person who is not a Party or an Affiliate of a Party (including any Governmental Authority) that has not been obtained, (ii) each Party has complied in all material respects with its obligations under Section 5.1 with respect to such consent, authorization, approval or waiver, and (iii) the Parties have each waived in writing the applicable conditions in ARTICLES VI and VII, as applicable, as with respect to such consent, authorization, approval or waiver, then, pending receipt, if at all, of any consent, authorization, ap...
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Consents Not Obtained at Closing. The Sellers shall use reasonable best efforts to obtain and deliver to Purchaser at or prior to the Closing such Consents as are required to allow the assignment by Sellers to Purchaser of Sellers’ rights, title and interest in, to and under any Non-Assigned Contract or other Contract included in the Purchased Assets. To the extent any such Consent is not obtained or if such assignment or attempted assignment would constitute a breach thereof or a violation of any Law or Order, neither this Agreement nor the Bill of Sale, Assignment and Assumption Agreement shall constitute an assignment or an attempted assignment of such Contract.
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Consents Not Obtained at Closing. If the Vendors are not able to obtain any consents from third parties which may be required to effect the transactions contemplated hereby as of the Closing, and any applicable condition relating thereto has been waived by the Purchaser, then upon the request of the Purchaser during the one (1) year period following the Closing Date, the Vendors will use reasonable commercial efforts to obtain such consents. The Purchaser will reasonably cooperate with the Vendors in obtaining the same and will take such steps as reasonably requested by the Vendors with respect thereto. The Vendors will consult with the Purchaser with respect to the obtaining of such consents, will keep the Purchaser apprised of the status thereof, and will allow the Purchaser to participate in any discussions or negotiations relating to such consents. The Purchaser agrees to furnish the Vendors with financial and other information relating to the Purchaser reasonably requested by the parties from whom the consent is being obtained. In obtaining such consents, the Vendors will not agree to (i) any modifications of any material terms of any Contracts or any terms of any Permits, including Conifex Group Environmental Permits, or (ii) the payment of any sums to obtain such consents, in each case, without the written consent of the Purchaser.
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Related to Consents Not Obtained at Closing

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Required Consent In addition, without limiting the generality of Section 4.2(a), except as required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and made available to Company or as provided in Section 4.2 of the Parent Disclosure Schedule, without the prior written consent of Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time of the First Merger, Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following: (i) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock other than a cash management transaction between Parent and a wholly owned Subsidiary of it, or between wholly owned Subsidiaries of Parent in the ordinary course of business consistent with past practice; (ii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of shares at cost in connection with the termination of the employment relationship with any Parent Employee pursuant to stock option or purchase Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof; (iii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments obligating it to issue any such securities or rights, other than: (A) issuances of Parent Common Stock upon the exercise of Parent Options, warrants or other rights of Parent or the settlement of Parent Restricted Stock Units existing on the date hereof in accordance with their present terms or granted pursuant to clause (B) hereof, (B) grants of stock options or other stock based awards (including restricted stock and Parent Restricted Stock Units) of or to acquire, shares of Parent Common Stock granted under the Parent Stock Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and (y) with respect to stock options, granted with an exercise price equal to the fair market value of Parent Common Stock on the date of grant, provided that the total number of shares of Parent Common Stock issuable upon all such stock-based awards may not exceed 800,000 shares, (C) warrants to acquire not more than 1 million shares of Parent Common Stock that may be issued to prospective retailers, content providers or other strategic partners and (D) the Charter Amendment; (iv) Cause or permit any amendments to any of the Parent Charter Documents except the Charter Amendment; (v) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in all or a portion of the assets of, or by any other manner, any business or any Person or division or product line thereof, or otherwise acquire or agree to acquire any assets that, in each such case, are material, individually or in the aggregate, to the business of Parent and its Subsidiaries, taken as a whole; (vi) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any properties or assets material to the business of Parent and its Subsidiaries, taken as a whole, except (A) sales of inventory, products or equipment in the ordinary course of business consistent with past practice or (B) the sale, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, which are not material, individually or in the aggregate, to the business of Parent and its Subsidiaries taken as a whole; (vii) Make any loans, advances or capital contributions to any Person, other than: (A) loans or investments by it or a wholly owned Subsidiary of it to or in it or any wholly owned Subsidiary of it, (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practice or (C) pursuant to clause (v) above; (viii) Except as required by GAAP or the SEC, materially revalue any of its assets; (ix) Except as set forth in Section 4.2(b) to Parent Disclosure Schedule, pay, discharge, settle or satisfy any threatened or actual litigation or any dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlement or satisfaction, solely for cash in amounts not exceeding $500,000 individually or $1 million in the aggregate, net of any insurance proceeds received in connection with such payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice, or (y) the discharge, settlement or satisfaction of any such litigation or dispute that does not involve any payment by Company or any of its Subsidiaries and does not impose any obligation on Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to Company and its Subsidiaries, taken as a whole); (x) Take any action to render inapplicable, or to exempt any third Person (other than Company) from any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock; (xi) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Parent IP, or enter into any Contracts or make other commitments to grant, transfer or license to any Person material future Parent IP rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices; (xii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, in all cases to the extent the amount thereof would exceed $10 million in the aggregate, other than (A) guarantees and letters of credit issued to suppliers of Company or any of its Subsidiaries in the ordinary course of business or (B) in connection with the financing of ordinary course trade payables, in either case consistent with past practice; (xiii) Other than as expressly contemplated by this Agreement, appoint a new member of the board of directors of Parent; (xiv) Take any action that is intended or would reasonably be expected to result in any of the conditions to the First Merger set forth in Article VI not being satisfied; (xv) Enter into any new line of business material to Parent and its Subsidiaries, taken as a whole; (xvi) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xvii) Agree in writing to take any of the actions described in (i) through (xvi) above.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Consents Obtained All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Consents and Approvals of Third Parties Mid Penn shall use commercially reasonable efforts to obtain as soon as practicable all consents and approvals necessary or desirable for the consummation of the transactions contemplated by this Agreement.

  • Consents, etc Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

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