Consents; Notices. Unless otherwise set forth herein, whenever any notice, consent or approval is to be given in this Agreement, it must be in writing and delivered in accordance with the provisions of this Section 8. Any such writing will be duly given upon delivery, if delivered by hand, facsimile transmission or mail, to the following addresses: If to Cabot: Cabot Corporation Business and Technical Center Billxxxxx, XX 00000 Attn: Fumed Metal Oxide Product Line Manager Telecopier: With a copy to: Cabot Corporation 75 Sxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Law Department Telecopier: 617-000-0000 If to CMC: Cabot Microelectronics Corporation 870 Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000 Attn: Global Manufacturing Manager Telecopier: 630-000-0000 xx to such other address as may be designated in writing by any of the parties from time to time in accordance herewith.
Consents; Notices. At or prior to the Closing, Buyer and Seller shall, and Seller shall cause its Affiliates to, use commercially reasonable efforts to obtain all Consents and give all notices required for Seller to assign the Acquired Agreements to Buyer to the extent not assignable without any such approval, consent, or notice pursuant to Section 363 or Section 365 of the Bankruptcy Code. If any Consent is not obtained prior to the Closing or to the extent that any Acquired Agreement or any other Acquired Asset (each, a “Non-Assigned Asset”) has not been assigned, transferred or conveyed from Seller or any of its Affiliates to Buyer prior to the Closing, then (i) Seller shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts after the Closing to obtain the Consents and effect the assignment, transfer or conveyance of such Non-Assigned Asset to Buyer or its designee, free and clear of all Liens (other than Permitted Encumbrances), as soon as practicable following the Closing Date and for no additional consideration, and (ii) until any such assignment, transfer or conveyance has been completed, to the extent permitted by any applicable Law, Seller and Buyer shall, and shall cause their respective Affiliates to, take such other actions as may be necessary to place the Parties in the position that the Parties would have been in had the Non-Assigned Assets been assigned, transferred or conveyed to Buyer at or prior to the Closing such that all of the benefits and burdens relating to such Non-Assigned Assets, including expenses, risk of loss, potential for gain and control of such Non-Assigned Assets inure from and after the Closing to Buyer, including by establishing an agency type or other similar arrangement reasonably satisfactory to Seller and Buyer. Seller shall consult with Buyer in connection with the Post-Closing Transfers, including (x) at the request of Buyer, providing updates and information regarding the status thereof, including copies of documents related to the Post-Closing Transfers and (y) providing Buyer with a reasonable opportunity in advance of effecting any Post-Closing Transfer to review and comment on all documentation relating thereto and reasonably cooperating with Buyer and its counsel in respect of the form thereof such documentation it is in a form and substance reasonably acceptable to Buyer and its counsel.
Consents; Notices. Unless otherwise set forth herein, whenever any consent or approval is required of either party, it must be given to the other party in writing and delivered in accordance with the provisions of this Section 18. Any notice of a party shall be in writing and shall be given by (a) telecopier with original posted first class mail, postage prepaid, within two (2) business days thereafter; (b) certified or registered mail with an acknowledgment of receipt, postage prepaid, return receipt requested; or (c) a reputable private courier, such as Federal Express, which provides evidence of receipt as a part of its delivery service, and addressed as follows: If to Cabot: Cabot Corporation 500 Xxxxxxx Xxxxx Xxxxxx, XX 00000 Attn: Operations Director Telecopier: (630) 000-0000 If to Davies: Davies-Imperial Coatings, Inc. 1275 Xxxxx Xxxxxx X.X. Xxx 000 Xxxxxxx, XX 00000 Attn: Donn X. Xxxxxx Telecopier: ___________ If to Donn X. Xxxxxx: Donn X. Xxxxxx c/o Davies-Imperial Coatings, Inc. 1275 Xxxxx Xxxxxx X.X. Xxx 000 Xxxxxxx, XX 00000 Telecopier: ___________ If to JoAnx Xxxxxx: JoAnx Xxxxxx c/o Davies-Imperial Coatings, Inc. 1275 Xxxxx Xxxxxx X.X. Xxx 000 Xxxxxxx, XX 00000 Telecopier: ___________ or to such other address as may be designated in writing by any of the parties from time to time in accordance herewith, and shall be deemed delivered two (2) business days following delivery by hand, by private courier or when so telecopied and five (5) business days following proper dispatch by certified or registered mail. A business day is any Monday through Friday on which first class mail is delivered.
Consents; Notices. The Company shall use reasonable best efforts to give all notices to, and obtain all consents, waivers and approvals from, all Persons required, necessary, proper or advisable pursuant to any Company Material Contract, Material Real Property Lease or Real Property Lease entered into by the Company since October 1, 2016, any Other Lease solely if Parent has reasonably determined that such Other Lease requires such notice, consent, waiver, and/or approval, or material Permit or material insurance policy in connection with the consummation of the transactions contemplated hereby, provided, however, with respect to any Real Property Lease, (x) in no event shall a failure to obtain a consent or deliver a notice, in and of itself, constitute a breach or default of this provision and (y) the Company shall not be obligated to incur any additional expense or liability, or to give any value other than any consent or assignment fee as expressly required under such Real Property Lease; provided, further, that, following Parent and the Company’s certification of substantial compliance with the “Second Request” received on December 16, 2022, the Company shall make available to Parent at Parent’s reasonable request, subject to Section 5.5, any other Real Property Lease (each, an “Other Lease”) for purposes of performing reasonable diligence on such Real Property Leases. Such consents, waivers, approvals and notices shall be in a form reasonably acceptable to Parent.
Consents; Notices. Prior to the Closing, the Company shall use reasonable best efforts to obtain all necessary consents, waivers and approvals of any third parties set forth in Schedule 4.5 and Schedule 4.6. Such consents, waivers and approvals shall be in a form acceptable to Parent.
Consents; Notices. Each of MGI, Parent and Acquisition shall use its reasonable efforts to obtain and deliver to each other party all written consents, in form and substance satisfactory to each other party, required in connection with this Agreement, the other Operative Agreements or the transactions hereby and thereby contemplated. Each of MGI and Acquisition shall also deliver all notices to Governmental Authorities and third parties required to be delivered in connection with the execution of this Agreement and the transactions hereby contemplated.
Consents; Notices. (a) Target shall use reasonable efforts to make, and Acquiror shall use all reasonable efforts to cooperate with Target in Target's making, the filings and registrations with, and obtain the consents, authorizations, declarations and approvals of, the Governmental Entities and other third parties, necessary for the execution, delivery and performance by Target of this Agreement or any of the Ancillary Documents or the consummation of the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents. Target shall also deliver all notices to third parties required to be delivered in connection with the execution of this Agreement and the consummation of the Merger and the transactions hereby contemplated.
(b) Acquiror shall use reasonable efforts to obtain and deliver to Target written consents identified in the Acquiror Disclosure Letter, in form and substance reasonably satisfactory to Target required in connection with this Agreement, the Merger or the transactions hereby contemplated. Target shall use all reasonable efforts to cooperate with Acquiror in Acquiror's obtaining of such consents. Acquiror shall also deliver all notices to third parties required to be delivered in connection with the execution of this Agreement and the consummation of the Merger and the transactions hereby contemplated.
Consents; Notices. In the event Administrative Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten Business Days after such Lender’s receipt of such request, then such Lender will be deemed to have denied the giving of such consent.
Consents; Notices. Unless otherwise set forth herein, whenever any notice, consent or approval is to be given in this Agreement, it must be in writing and delivered in accordance with the provisions of this Section 7. Any such writing will be duly given upon delivery, if delivered by hand, facsimile transmission or mail, to the following addresses: CABOT MICROELECTRONICS CORPORATION - CABOT CORPORATION CONFIDENTIAL Page 16 of 35 , -------- -------- If to Cabot: Cabot Corporation Business and Technicax Xxxxxx Xxxxxxxxx, XX 00000 Xxxx: Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxx, CMP Business Telecopier: 978-670-8095 With a copy to: Cabot Corporation Two Seaport Lane, Suite 1300 Boston, MA 02210 Attn: Law Department Telecopier: 617-342-6039 If to CMC: Cabot Microelectronics Coxxxxxxxxx 870 North Commons Drive Aurora, IL 60500 Xxxx: Xxxx Xxxxxxxxx xx Xxxxxxxxxx Telecopier: 630-375-5596 With a copy to: Cabot Microelectronics Coxxxxxxxxx 870 North Commons Drive Aurora, IL 60500 Xxxx: Xxxxxxx Xxxxxxx Telecopier: 630-499-2644 or to such other address as may be designated in writixx xx xxx xx the parties from time to time in accordance herewith.
Consents; Notices. Unless otherwise specifically set forth herein, any notice, consent or approval of a party shall be in writing and given by telecopier and original posted first class mail, postage prepaid, within two (2) business days thereafter; or by certified or registered mail with an acknowledgment of receipt, postage prepaid, return receipt requested; or by a reputable private courier, such as Federal Express, which provides evidence of receipt as a part of its delivery service, and addressed as follows: If to Buyer: Au Bon Pain Co., Inc., Inc. 19 Fid Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxx Xxxxxx, XX 00000-0000 Attn: Chief Executive Officer with copy to: Xxxxxx X. Xxxxxxxx, Esq. Xxxxxxxx X. Xxxx, Esq. Xxxxxx & Hannah LLP 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 telecopier (000) 000-0000 If to Supplier: Bunge Foods Corporation 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx Xxxxxxx, XX 00000 Attn: General Manager telecopier (000) 000-0000 with a copy to: Bunge Corporation 00000 Xxxxxx Xxxxx St. Louis, MO 63146 Attn: Legal Department telecopier (000) 000-0000 or to such other address as may be designated in writing by either party from time to time in accordance herewith, and shall be deemed delivered two (2) business days following delivery by hand, by private courier or when so telecopied and five (5) business days following proper dispatch by certified or registered mail. A business day is any Monday through Friday on which first class mail is delivered.
