Consents Not Obtained by Closing Sample Clauses

Consents Not Obtained by Closing. Without prejudice to Section 5.1, Section 7.6 or Section 8.6, if any consent, approval, release or waiver identified on Schedule 3.5 has not been given or made, then, to the extent reasonably practicable, the parties shall use commercially reasonable efforts to enter into an alternative, lawful arrangement under which Purchaser shall have the benefit of such Material Contracts (and assume the related obligations) from and after the Effective Time and/or shall work cooperatively after the Closing to secure such consent, approval, release or waiver, in either case as Purchaser may reasonably request.
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Consents Not Obtained by Closing. No less than 15 days prior to the Closing, the Seller shall provide the Purchaser with all contracts requiring the Company’s consent, approval, authorization or Permit. The Seller and the Purchaser agree that, in the event that any consent, approval, authorization or Permit necessary or desirable to preserve for the Company any right or benefit under any Lease, license, Contract, commitment or other agreement or arrangement to which the Company is a party or counterparty is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser and the Company in attempting to obtain such consent, approval, authorization or Permit as promptly thereafter as practicable. If such consent, approval, authorization or Permit cannot be obtained, the Seller shall use commercially reasonable efforts to provide the Purchaser or the Company, as the case may be, with the rights and benefits of the affected Lease, license, Contract, commitment or other agreement or arrangement for the term of such Lease, license, Contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company shall assume the obligations and burdens thereunder.
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Consents Not Obtained by Closing. Except as provided in Section 7.04, at Closing, Sellers shall provide their files to Buyer relating to their efforts to obtain the consents not obtained by Closing if required pursuant to Section 6.07(b). Buyer shall thereafter exercise reasonable diligence to obtain such consents. The Parties shall assist each other with respect to obtaining such consents until Sellers' obligations expire as provided for in the last sentence of this Section 6.07(c) or until such other time as mutually agreed. With respect to Contracts and Real Property Instruments for which consents are not obtained by Closing including the consents referred to in Section 6.06 (or, despite Buyer's efforts after Closing, are not later obtained) (respectively the "Non-Conveyed Contracts" and "Non-Conveyed Real Property Instruments"), Sellers shall, upon Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts and Non-Conveyed Real Property Instruments. Buyer shall enter into subcontracting or other beneficial arrangements with Sellers or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Sellers except Sellers' own costs in entering into, administering, and managing such arrangements. Sellers' obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) the earliest time that such Non-Conveyed Contract may be terminated by Buyer PAGE 18 (as Sellers' assignee) without breach thereof. Sellers' obligation to provide such benefit with respect to all Non-Conveyed Real Property Instruments shall expire concurrently with the expiration of that Non-Conveyed Real Property Instrument according to its terms.
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Consents Not Obtained by Closing. To the extent that Seller’s rights under any Co-location Agreement, Governmental Permit or other Asset to be assigned to Purchaser hereunder may not be assigned without the consent of any Person which has not been obtained as of the date that all conditions to Closing, other than the conditions set forth in Section 7.4(f), have been satisfied or waived, such Assets shall be excluded from the Assets to be acquired by Purchaser, including, in the case of such lack of consent relating to a Co-location Agreement, all other Assets (including Equipment) relating to the Co-location Site associated with such Co-location Agreement, and all applicable Schedules of the Disclosure Letter shall be deemed to be appropriately modified to reflect such exclusion. 5 ARTICLE 3
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Consents Not Obtained by Closing. Without prejudice to Section 5.05, if Seller has not obtained by Closing any consent, release or waiver, or has not given any notice, required by any license, concession, permit, contract or lease binding upon Seller or any of its Subsidiaries as a condition precedent to the change of direct or indirect ownership of the Company, then, to the extent reasonably practicable, the parties shall use commercially reasonable efforts to enter into an alternative, lawful arrangement under which Buyer shall have the benefit (and assume the related obligations) from and after Closing of such change of ownership.
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Related to Consents Not Obtained by Closing

  • Necessary Consents Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

  • 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, 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.

  • 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:

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Consents and Approvals; No Conflicts (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the consummation by Parent and each Merger Sub of the transactions contemplated hereby do not and will not require any Consent of, or Filing with, any Governmental Entity, other than (i) the filing with the SEC of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) the filing of a certificate of merger with respect to the Second Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLC, (iv) the Parent Stockholder Approval, (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of the NYSE and (D) the HSR Act, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

  • Consents and Approvals of Third Parties BHLB shall use its commercially reasonable efforts, and shall cause each BHLB Subsidiary to use its commercially reasonable efforts, to obtain as soon as practicable all consents and approvals of any other Persons necessary for the consummation of the transactions contemplated by this Agreement.

  • 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.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

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