Consents; Shared Contracts Sample Clauses
Consents; Shared Contracts. (a) Notwithstanding any other provision of this Agreement, neither this Agreement nor any Ancillary Agreement shall constitute an agreement to, directly or indirectly, sell, convey, assign, transfer or deliver any interest in any Purchased Asset (other than the Shares) or any right or benefit arising thereunder or resulting therefrom if such sale, conveyance, assignment, transfer or delivery, or the purchase or assumption thereof by Purchaser or the applicable Purchaser Designated Affiliates, without the consent or Approval of any Person(s) (including consents or Approvals of any Governmental Authorities), or otherwise, (i) would constitute a breach or other contravention of the rights of such Person(s), (ii) would be ineffective under, or contravene, applicable Law or (iii) would result in the termination, cancellation or acceleration of any material right or obligation of, or result in the loss of any material benefit of, or otherwise adversely affect in any material respect the contractual rights of, the Sellers or any of their Affiliates, or upon transfer, Purchaser or the applicable Purchaser Designated Affiliates; provided, however, that the Parties shall treat Purchaser or the applicable Purchaser Designated Affiliate, as the case may be, as the owner of any such Purchased Asset (and of (x) any portion of any Shared Contract that relates to and is allocated to the Business and the benefits and burdens of which are to be transferred to Purchaser or a Purchaser Designated Affiliate, as the case may be, pursuant to Section 2.2(d) and (y) any Delayed Business) to the fullest extent permitted by applicable Law for all purposes as of the Closing Date. Without limiting the foregoing, if any direct or indirect sale, conveyance, assignment, transfer or delivery, or any agreement to do the same, by the Sellers of, or any direct or indirect purchase or assumption by Purchaser or any Purchaser Designated Affiliate of, any interest in any Purchased Asset or any right or benefit arising thereunder or resulting therefrom, requires the consent or Approval of any Person(s) (including consents or Approvals of any Governmental Authorities), then such sale, conveyance, assignment, transfer, delivery, agreement, purchase or assumption shall be made subject to (and shall only be effective upon) such consent or Approval being obtained and the remainder of this Section.
(b) Each of Seller Parent, Purchaser Parent and Purchaser shall, and shall cause its Affiliates to, use ...
Consents; Shared Contracts. (a) Seller and Purchaser shall, and shall direct their respective Representatives to, use reasonable best efforts, and reasonably cooperate with each other, to obtain any consents required from, and deliver notices required to be delivered to, third parties in connection with the consummation of the transactions contemplated by this Agreement at or prior to the Closing; provided, that notwithstanding the foregoing, Seller shall obtain, and shall be required to deliver as a condition to Purchaser’s obligations to consummate the Closing hereunder, the Contracts set forth on Section 2.3(b)(i)(G) of the Seller Disclosure Schedule at Closing (such contracts the “Third-Party Closing Consents”) in accordance with Section 2.3(b)(i)(G). Notwithstanding the foregoing, in connection with obtaining the Third-Party Closing Consents, Seller shall have sole and exclusive control of the ultimate strategy for securing the Third-Party Closing Consents as soon as practicable and Purchaser’s execution of reasonable best efforts shall be limited to (i) reasonably promptly providing information or documentation regarding Purchaser reasonably requested by Seller (subject to customary confidentiality provisions unless (A) such information or documentation is of a competitively sensitive nature, (B) such information or documentation constitutes privileged attorney-client communications or attorney work product or (C) the provision of access to such information or documentation would reasonably be expected to violate applicable Laws) and (ii) executing the documents described on Section 2.3(b)(i)(G) of the Seller Disclosure Schedule to effectuate obtaining the Third-Party Closing Consents in accordance with the terms of Section 2.3(b)(i)(G) of the Seller Disclosure Schedule. With respect to the Third-Party Closing Consents, Seller shall not, and shall instruct its Representatives not to, take any action with the intention of thwarting Seller’s ability to obtain any of the Third-Party Closing Consents. Seller and Parent shall keep Purchaser informed with respect to communications, meetings or other contacts, formal or informal, oral or written, with any of the applicable counterparties or their representatives in connection with the Third-Party Closing Consents and Seller will promptly provide Purchaser with copies of all written communications (and summaries of any verbal communications) to or from any of the applicable counterparties or their representatives relating to the Third-...
Consents; Shared Contracts. (a) During the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to Section 5.5(e) and Section 5.15(h), Parent and its Subsidiaries shall use commercially reasonable efforts to obtain any consents from Third Parties with respect to any Business Permit and under any Contract required to be obtained in connection with the consummation of the Transactions. Without limiting the generality of the foregoing, as soon as practicable after the date of this Agreement, Parent or the applicable Subsidiary shall deliver notices and requests for consent to counterparties to the Transferred Contracts to which notice or a consent is required in connection with the Transactions, which notice or request for consent shall be in a form reasonably acceptable to Buyer. Additionally, notwithstanding anything to the contrary herein or any Transaction Document, (i) Parent and its Subsidiaries shall use commercially reasonable efforts to obtain any consents, or a replacement license on substantially the same terms, from Third Parties in connection with the Business IP Licenses set forth on Section 5.5(a) of the Parent Seller Disclosure Schedule (the “Specified Business IP Licenses”) required to be obtained in connection with the consummation of the Transactions (the “Business IP License Consents”) and (ii) Parent shall bear the costs of obtaining the Business IP License Consents and/or replacement Specified Business IP Licenses, including any consent fees or, for the period beginning on the Closing Date until the date that is six (6) months thereafter, increases in ongoing costs charged under any such new license entered into to obtain such consent or replacement under any Specified Business IP Licenses, but Parent shall not be otherwise be responsible for the post-Closing operational costs under Specified Business IP Licenses or any replacements thereof; provided, however, that Parent shall obtain Buyer’s written consent prior to entering into any replacement Specified Business IP License that increases ongoing costs charged under such new license beyond such six (6)-month period.
(b) Excluding (i) any Lease with respect to a Shared Location, the treatment of which shall be governed by Section 5.5(c) and (ii) any Contract the benefits of which Parent shall be required to provide, directly or indirectly, wholly or in part, to the Buyer (or the Transferred Entity) after Closing pursuant to the T...
Consents; Shared Contracts