Consents; Releases. (a) Seller and Purchaser agree to use commercially reasonable efforts to obtain from the applicable counterparties under the Timberlands Contracts and the Mineral Leases any required consents to such assignment or transfer to Timberlands III, LLC or Purchaser, as applicable, on or before the Closing Date; provided that neither Seller, Purchaser nor any of their respective Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such authorizations, approvals, consents, negative clearances or waivers; and provided, further, that neither Seller, Purchaser nor any of their respective Affiliates shall be obligated to incur any monetary obligations or expenditures to the parties whose consent is requested in connection with the utilization of its commercially reasonable efforts to obtain any such required consents.
(b) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required thereunder, (i) Seller or its applicable Affiliate shall continue to be bound by such arrangement and, unless not permitted by the terms thereof or by law, Purchaser shall, as agent or subcontractor for Seller or such applicable Affiliate, as applicable, pay, perform and discharge fully all the obligations under the applicable Timberlands Contract or Mineral Lease that Purchaser would have been responsible for if such Timberlands Contract or Mineral Lease would have been assigned to Timberlands III, LLC or Purchaser, as applicable, as of the Closing, and (ii) Seller and each of its applicable Affiliates, without further consideration, shall pay and remit to Purchaser, promptly all money, rights and other consideration received by it in respect of Purchaser’s performance as agent or subcontractor for Seller or its applicable Subsidiary.
(c) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required hereunder, the Parties shall continue for up to one (1) year after the Closing to exercise commercially reasonable efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such a consent is obtained, Seller shall assign to Timberlands III, LLC or Purchaser, as applicable, and Timberlands III, LLC or Purchaser, as applicable, shall assume, the applicable Timberlands Contract...
Consents; Releases. The Seller will use reasonable efforts during the Pre-Closing Period to obtain the Seller Required Approvals; provided, however, that none of the Seller or the Purchaser nor any of their respective Affiliates shall be required to pay any consideration to obtain any Seller Required Approvals other than, in the case of any Seller Required Approval that is a consent relating to a contract, any de minimis fees, expenses or other consideration or other fees or expenses required to be paid pursuant to the express provisions of such contract, which consideration, fees or expenses shall be paid by the Seller, or, in the case of any Seller Required Approval that is a Governmental Authorization, any filing, recordation or similar fees which shall be shared equally by the Seller and the Purchaser. The Purchaser will cooperate fully with the Seller, and will provide the Seller with such assistance as the Seller may reasonably request, for the purpose of (a) attempting to obtain the Seller Required Approvals; and (b) arranging for the Seller to be released and discharged from its obligations and other liabilities under the Transferred Contracts.
Consents; Releases. The Seller and the Shareholder shall use all commercially reasonable efforts to cause the Seller to receive all Consents on or prior to the Closing Date, each of which Consents are set forth in section 5.4(b) of the Disclosure Letter. At or prior to the Closing, the Shareholder and the Seller shall cause the Business and the Acquired Assets to be released from all liabilities, liens or other obligations not constituting an Assumed Liability, a schedule of which is set forth in section 7.13 of the Disclosure Letter.
Consents; Releases. Prior to or at the Closing, Seller shall: (i) obtain the release of all Liens in the Stock and other Assets of the Companies securing Debts of Seller or any Affiliate (other than a Company) of Seller (including, without limitation Liens held by lenders pursuant to the Chemical Agreements); and (ii) use commercially reasonable efforts to obtain such Material consents or waivers from third parties necessary to consummate the transactions contemplated hereunder as are set forth in Schedule 5.11.
Consents; Releases. All notices to, consents, approvals, authorizations and waivers from Third Parties and Government Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect, including (i) the Note Modification and Amendment between Acorda and Elan International Services, Ltd. with respect to the Full Recourse Convertible Promissory Note, dated as of January 22, 1997, issued by Acorda in the principal amount of $2,500,000 and the Limited Recourse Convertible Promissory Note, dated as of January 22, 1997, issued by Acorda in the principal amount of $5,000,000 and (ii) a payoff letter and lien release from GE Capital, in form and substance satisfactory to PRF.
Consents; Releases. All necessary waivers, permits, consents, approvals or other authorizations set forth on Schedule 8.5 of the Disclosure Schedule and under any applicable U.S. or foreign antitrust laws and all other waivers, permits, consents, approvals or other authorizations, registrations, filings and notices, which are necessary for the consummation of the transactions contemplated by this Agreement or are material to the conduct of the Companies’ businesses, shall have been obtained and true and complete copies thereof delivered to Buyer; provided, however, that with respect to filings under the HSR Act, this condition shall be deemed satisfied upon the expiration of the applicable waiting period without governmental action or upon official notification of the early termination of such waiting period. All Liens on the Securities and all Liens on either Company’s assets securing indebtedness for money borrowed of Seller or the Companies (as listed on Schedule 4.9) shall have been terminated and released, and all Tax-sharing and Tax indemnity agreements between Seller and the Companies shall have been terminated; and evidence thereof, in form and substance reasonably satisfactory to Buyer, shall have been delivered to Buyer.
Consents; Releases. All consents, approvals and releases for the transactions contemplated hereby under the terms of the OSP Contracts or any other related agreement have been obtained in a form satisfactory to the Seller, including without limitation the Consent and Release documents executed by OSP and OSP II which are attached as Exhibits E and F.
Consents; Releases. On or prior to the Closing Date, the ------------------ Transferor and the Shareholders shall cause the Transferor to obtain all Necessary Consents and shall cause the Transferor to use its best commercially reasonable efforts to obtain the Requested Consents, each of which Necessary Consents and Requested Consents is identified and set forth on Schedule 1.3 attached hereto. At or prior to the Closing, the Shareholders and the Transferor shall cause the Business and the Acquired Assets to be released from all liabilities, liens or other obligations not constituting an Assumed Liability, a schedule of which is set forth on Schedule 7.13 attached hereto.
Consents; Releases. 34 EXCLUSIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consents; Releases. During the Pre-Closing Period, Purchaser will cooperate with LSI, as LSI may reasonably request, for the purpose of (i) attempting to obtain the Consents identified in Part 2.13 of the Sellers Disclosure Schedule and (ii) arranging for Sellers to be released and discharged from their obligations and other liabilities under the Significant Fab-Related Contracts. Neither Purchaser nor any of its Subsidiaries will be required to become subject to any Liabilities, or to incur any out-of-pocket costs or expenses or to pay any consideration to any Person, pursuant to this Section 7.3.
