Contract Consents, Amendments and Terminations Sample Clauses

Contract Consents, Amendments and Terminations. (a) The Sellers shall, and the Sellers shall cause the Company and its Subsidiaries to, (i) use commercially reasonable best efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Acquisition or for any such Contracts to remain in full force and effect, all of which are required to be listed on a Sellers’ Disclosure Schedule, so as to preserve all rights of, and benefits to, the Company or its Subsidiaries, as applicable, under such Contracts from and after the Closing and (ii) provide all notices required under any Contract in connection with the Acquisition. Such consents, waivers and approvals shall be in a form reasonably acceptable to Purchaser. In the event that the other parties to any such Contract, including a lessor or licensor of any Properties, conditions its grant of a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract, the Sellers shall cause the Company or its Subsidiaries, as applicable, to make all payments required to obtain such consent, modification, waiver or approval and shall reflect such payment or consideration on the Company Closing Balance Sheet. In the event the Acquisition does not close for any reason, Purchaser shall not have any liability to the Company, its Subsidiaries, the Company Shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or its Subsidiaries seeking to obtain such consents, modifications, waivers and approvals.
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Contract Consents, Amendments and Terminations. (a) The Company shall (i) use commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed in Section 3.5 of the Disclosure Schedule, (ii) obtain all necessary consents, waivers and approvals of any parties to any Contracts listed on Schedule 7.2(g)(i) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, so as to preserve all rights of, and benefits to, the Company or any of its Subsidiaries under such Contracts from and after the Effective Time and (iii) provide all notices required under any Contract in connection with the Merger, all of which such Contracts are listed on Schedule 7.2(g)(iii). Such consents, waivers, notices and approvals shall be in a form reasonably acceptable to Parent. The Company shall be responsible for any payments made, in its sole discretion, to the other parties to any Contract listed in Schedule 7.2(g)(i), including a lessor or licensor of any Leased Real Property, to obtain a consent, modification, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise in response to a notice or consent request regarding the Merger, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty) (the “Consent Fees”).
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Contract Consents, Amendments and Terminations. During the period commencing on the date hereof and prior to the earlier of the Closing or the termination of this Agreement, the Share Seller shall cause the Group Companies to use commercially reasonable efforts to (i) obtain prior to the Closing all consents, waivers and approvals of any parties to any Contracts listed in Schedule 8.2(d)(i), (ii) amend each of the agreements listed on Schedule 8.2(d)(ii), (iii) terminate each of the agreements listed on Schedule 8.2(d)(iii) (the “Terminated Agreements”), effective as of and contingent upon the Closing, including, if applicable, sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Closing, and (iv) provide all notices listed on Schedule 8.2(d)(iv), in each case, in a form reasonably acceptable to the Buyers. The Buyers shall not have any Liability to the Group Companies, the Share Seller or any other Person for any costs, claims, liabilities or damages resulting from the Group Companies seeking to terminate any of the Terminated Agreements or to obtain any consents, modifications, waivers and approvals, or for any Change in Control Fees, Company Transaction Fees or Severance Expenses.
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Contract Consents, Amendments and Terminations. (a) The Company shall provide all notices required under any Contract in connection with the Merger, all of which such Contracts are listed on Schedule 8.2(g)(ii). Such notices shall be in a form acceptable to Parent.
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Contract Consents, Amendments and Terminations. The Company shall use its commercially reasonable efforts to (a) obtain all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the First Step Merger and/or the Second Step Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed in Section 3.4(b) of the Disclosure Schedule, (b) provide all notices required under any Contract in connection with the First Step Merger and/or the Second Step Merger, all of which such Contracts are listed on Schedule 6.7(b), (c) modify each of the agreements listed on Schedule 6.7(c) in the manner set forth therein effective as of and contingent upon the Closing, so that the required modifications are in effect immediately following the Effective Time, (d) send each of the notices set forth in Schedule 6.7(d) (the “Cancellation Notices”) promptly following the Agreement Date and (e) terminate each of the agreements listed on Schedule 6.7(e) (the “Terminated Agreements”), effective as of and contingent upon the Closing, including sending all required notices, such that each such agreement shall be of no further force or effect immediately following the Effective Time. Such requests for consents, waivers, approvals, modifications, terminations or notices shall be in a form reasonably acceptable to Parent and Parent shall be provided a reasonable opportunity to review and comment on the foregoing. In the event that the other parties to any such Contract, including a lessor or licensor of any Leased Real Property, conditions its grant of a consent, modification, waiver, termination or approval (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent, modification or termination request regarding the First Step Merger and/or the Second Step Merger, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making all such payments (the “Consent and Modification Fees”). Prior to the Closing, the Company shall pay (using the Company’s cash): (i) all Consent and Modification Fees; and (ii) all (A) change of control, bonus, severance or other similar payments that are or will be incurred by the Company with respect to Employees of the Company as o...
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Contract Consents, Amendments and Terminations. Prior to the Effective Time, the Company will (a) use its commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to any Contract (including those listed on Schedule 7.2(d)(i)) as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, including those consents, waivers and approvals of any parties to any Contract listed on Schedule 7.2(d)(i); and (b) send each of the notices set forth in Schedule 7.2(d)(ii) and any other notices required under any Contract in connection with the Merger promptly following the date of this Agreement. Parent must be provided a reasonable opportunity to review and comment on the forms of such consents, waivers, approvals and notices. Notwithstanding the foregoing, the Company shall not be required to make any payment of a consent fee, “profit sharing” payment or other consideration in order to obtain the consent or waiver of any third party with respect to the Merger (the “No Payment Exclusion”). Prior to or in connection with the Closing, the Company may pay (using the Company’s cash) all change of control, bonus, severance or other similar payments that are incurred by the Company, Parent or the Surviving Corporation with respect to Employees as of the Effective Time solely as a result of the consummation of the Merger (but excluding any “double trigger” arrangements that are triggered as a result of the Merger and another event) and excluding any Transaction Payroll Taxes related to the foregoing amounts (the “Change of Control Fees”).
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Related to Contract Consents, Amendments and Terminations

  • Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

  • Consents Amendments and Waivers Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Modifications, Waivers, Amendments and Consents (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures.

  • Modification, Amendment and Termination This Limited Guaranty may be modified, amended or terminated only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is permitted under Section 12.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.

  • Supplements, Amendments and Waivers This Agreement may be supplemented or amended only by a subsequent writing signed by each of the parties hereto (or their successors or permitted assigns), and any provision hereof may be waived only by a written instrument signed by the party charged therewith.

  • Amendment and Termination; Waiver Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

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