Consents to Assignments. Purchaser shall have received evidence, satisfactory to Purchaser and its counsel, that any necessary consents to the assignments of the contracts agreements, leases, licenses and commitments contemplated hereunder have been obtained.
Consents to Assignments. Seller shall have taken all action necessary and appropriate, and obtained all necessary consents, waivers and approvals required under any leases or other agreements to consummate the sale of the Purchased Assets pursuant to this Agreement in writing on terms reasonably acceptable to Purchaser, and Purchaser shall reasonably cooperate with Seller in its efforts to obtain such consents, waivers and approvals.
Consents to Assignments. Seller shall have delivered to Purchaser satisfactory consents to the assignment of the Leases and Contracts.
Consents to Assignments. All consents, waivers and estoppels of third parties, including governmental agencies, required to be obtained by Seller in connection with the transactions contemplated hereby are set forth on Schedule 8.11 hereof. All such consents shall have been obtained by Seller in form and substance reasonably acceptable to Buyer. Seller shall use its best efforts to obtain all other consents of third parties which are necessary or desirable to consummate the transactions contemplated herein.
Consents to Assignments. (a) The Operators will use their best efforts and shall diligently proceed to obtain all Consents of all Persons necessary to permit the assignment of the Designated Contracts or to assign or transfer any of the other Acquisition Assets. In the event that any of the Acquisition Assets are not assignable, or the Person(s) from whom a Consent to any such assignment or transfer, fail(s) or refuse(s) to Consent thereto before the Closing Date, Buyer shall have no obligation to assume and will not assume any such Designated Contract and shall have no obligation to purchase any such Acquisition Asset. In addition, this Agreement shall not constitute an agreement to assign or transfer any such Acquisition Asset or part thereof or any right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the Consent of such Person, would constitute a breach thereof or in any way affect the rights of Buyer or Seller thereunder. Notwithstanding the foregoing, all references in this Agreement or any other Transaction Document (other than the Deed, any Xxxx of Sale and Assignment and any other instrument or document conveying title to any Acquisition Assets) to "Acquisition Asset" or "Acquisition Assets" shall continue to have the meaning set forth in Section 2.1 without giving effect to this Section 2.7.
Consents to Assignments. All consents, waivers, and estoppels of third parties which are reasonably necessary, in the opinion of Seller, to effectively complete the transactions herein contemplated shall have been obtained and are in form and substance reasonably satisfactory to Seller.
Consents to Assignments. Seller and Buyer agree to use reasonable efforts to obtain prior to Closing all consents to assignment of the Contracts that are required to be obtained under this Agreement, provided, that neither Party shall be obligated to make payments or incur obligations to third parties or governmental agencies to obtain such consents except to pay such Party’s reasonable expenses or to pay normal fees to governmental agencies.
Consents to Assignments. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any of the Assumed Contracts or part thereof or right or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights of the Company following the Merger. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights of the Company following the Merger, so that the Company would not in fact receive all such rights, Valley or Desert Springs, as the case may be, (i) shall cooperate with the Company in its request in endeavoring to obtain such consent promptly at no cost to the Company, and (ii) if any such consent is unobtainable, shall cooperate with the Company in any reasonable arrangement (the "Assignment Substitute") designed to provide the Company the benefits under any such Assumed Contract or part thereof or any right or benefit arising thereunder or resulting therefrom, including enforcement for the benefit of the Company of any and all rights of Valley or Desert Springs against a third party arising out of the breach or cancellation by such third party or otherwise. Valley and Desert Springs shall, to the extent necessary, perform under the Assignment Substitute without a fee to the Company except the consideration being tendered hereunder.
Consents to Assignments. Pursuant to Section 3.3, Seller has represented and warranted that except as disclosed in Schedule 2.1(b), each Contract is assignable to the Buyer without the consent of any other party. The parties hereby acknowledge and agree that the Seller has not obtained, and is not required to obtain, consents to assignment of any of the Contracts (other than the consent of Simon), provided that Seller, Xxxxxxxx and Xxxxx hereby agree that they will cooperate with Buyer after the Closing in obtaining the required consents, and will, at Buyer's cost and expense, take such action as Buyer may reasonably request in order to obtain, or to assist Buyer in obtaining, such consents.
Consents to Assignments. On or prior to the Closing Date, Execute Sports shall have furnished PSG with evidence of consents as Execute Sports shall know or PSG shall determine to be required to enable PSG to continue to enjoy the benefit of any Contract or authorization of any Governmental Authority to or of which Execute Sports is a party or a beneficiary and which can, by its terms (with consent) and consistent with Applicable Law, be so enjoyed after the transfer of the Execute Sports Shares to the PSG Shareholders.
