Contracts and Consents. All (i) Contracts listed on Schedule 8.3(a)(i)(i) shall have been duly terminated, and (ii) consents listed on Schedule 8.3(a)(i)(ii), which are required in connection with (A) the execution and delivery of this Agreement or any other Transaction Document, the compliance by the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, or (B) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, shall have been duly received. (j) FIRPTA Certificate. Prior to the Closing, the Company shall have delivered to Parent a certificate (the “FIRPTA Certificate”) pursuant to Treasury Regulations section 1.1445- 2(c)(3), duly executed and acknowledged by an authorized officer of the Company, in the form of Exhibit L hereto, certifying that interests in the Company are not “U.S. real property interests,” together with the notice required to be mailed to the IRS under Treasury Regulations section 1.897- 2(h). (k)
Contracts and Consents. All action required of the Vendor for the novation or assignment of each of the Contracts which are material to the Vendor's Business, and all consents required in connection therewith, shall have been completed and obtained, and all consents otherwise required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the parties hereto shall have been obtained.
Contracts and Consents. (a) Company and J&L shall use their reasonable efforts to secure any and all consents, approvals or the expiration of any time periods required for the consummation of the transactions provided hereunder. All such consents or approvals shall be in writing and shall be in form and substance reasonably satisfactory to the parties to effect the consummation of the transactions contemplated hereby. To the extent that the transfer or assumption of any agreement, lease, contract or other document or instrument or any other asset constituting a FSS Programs Asset or an Assumed Liability requires the consent of any person other than J&L or Company, this Agreement shall not constitute a transfer or attempted transfer, or assumption or attempted assumption, thereof unless and until the consent or waiver of such person has been obtained.
(b) If any such consent or waiver is not obtained, as of and from the Effective Time until such waiver or consent is obtained, on the request of J&L, Company shall (i) use its best efforts to provide or cause to be provided to J&L the benefits of any such agreement, lease, contract or other document or instrument constituting an FSS Programs Asset for which such consent or waiver has not been obtained, including, without limitation, enforcing rights of Company arising from any such agreement, lease, contract or other document or instrument constituting an FSS Programs Asset; or (ii) shall authorize J&L to act, and shall provide reasonable cooperation necessary to enable J&L to do so, in Company's place pursuant to such agreement, lease, contract or other document constituting an FSS Programs Asset.
(c) With respect to any FSS Programs Asset or Assumed Liability for which the consent or waiver necessary to effect the transfer or the assumption has not been obtained, J&L shall (i) use its best efforts to perform all obligations and satisfy all liabilities of Company arising under any agreement, lease, contract or other document or instrument relating to such FSS Programs Asset; and (ii) use its best efforts to pay, perform and satisfy or otherwise discharge in full, as and when it becomes due, any such Assumed Liability.
(d) All costs of Company incurred after the Effective Time, other than the routine or nominal administrative or ministerial expenses of Company, arising out of or relating to the performance by Company of its obligations pursuant to this Section 6.2 or as a result of a breach by J&L of its obligations under Section 6.2...
Contracts and Consents. All Applicable Contracts and Assumed Leases, agreements and other instruments relating to the Company’s Business and BFI are listed on Schedule 5.18, and are in full force and effect, in accordance with their respective terms, and true and correct copies thereof (together with any and all amendments thereto, and together with written descriptions for any material oral Applicable Contracts) have been provided to the Buyer. No breach, default or violation by the Company or BFI has occurred or has been alleged thereunder and, to the Actual Knowledge of the Company and the Shareholders, no breach, default or violation by any other parties thereto has occurred or has been alleged thereunder. All such Applicable Contracts and Assumed Leases will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions hereunder. All such contracts and agreements have been incurred in the ordinary course of Business and none of them is overdue and unsatisfied as of the date hereof.
Contracts and Consents. Schedule 3.10(a) contains an accurate and complete list of all contracts, commitments, and binding arrangements (the "Contracts") to which Company is a party or by which Company is bound in effect of the Closing Date. Except as specifically set forth in Schedule 3.10(a), no such Contracts will cease to remain in full force and effect as a result of the sale of the Shares, and the sale of the Shares does not require any consents or notices with respect to the Contracts.
Contracts and Consents. (a) Without limiting Article 10, subject to clauses (b) through (e) of this Article 11.1, ABB Ltd shall procure that (to the extent that this is not already the case) the appropriate companies within the ABB Ltd Transferred Companies or the JC Group, as the case may be, become entitled to the economic benefit (subject to the relative burdens) of the ABB Ltd Business Contracts that form part of the ABB Ltd Post-Settlement Closing Transferred Assets, and that in relation to the other contracting parties thereto such members of the ABB Ltd Transferred Companies or the JC Group, as the case may be, assume the obligations and become entitled to the rights thereunder, with economic effect from and including January 1, 1999.
(b) ABB Ltd shall use all reasonable efforts to procure and deliver to the JC as soon as practicable (to the extent that they have not already been obtained) all assignments, novations, consents, approvals, waivers and the like necessary, in respect of all ABB Ltd Business Contracts comprising part of the ABB Ltd Post-Settlement Closing Transferred Assets, to ensure that all such ABB Ltd Business Contracts may be directly or indirectly, as the case may be, transferred to the JC Group as contemplated by this Agreement without resulting in any Default thereunder (collectively, the "ABB Ltd Business Contracts Transfer Consents"). The JC shall not be required to accept any transfer (direct or indirect) of any ABB Ltd Business Contracts comprising part of the ABB Ltd Post-Settlement Closing Transferred Assets unless and until all ABB Ltd Business Contracts Transfer Consents required in connection therewith have been obtained and provided to the JC.
(c) The provisions of clause (b) shall not apply in any case in which ALSTOM, following full consultation with ABB Ltd, considers that there is a serious risk that to apply them could result in the counterparty treating the ABB Ltd Business Contract as repudiated and so notifies ABB Ltd.
(d) Subject to Article 10.5, with respect to any particular ABB Ltd Business Contract comprising part of the ABB Ltd Post-Settlement Closing Transferred Assets, (i) ABB Ltd shall procure that the member of the ABB Ltd Group (present or former) which is a party thereto (the "Transferor") shall receive the benefits of such ABB Ltd Business Contract as agent for the JC and shall accordingly pay the JC forthwith upon receipt any sums received by it under such ABB Ltd Business Contract, and (ii) the JC shall procure that a m...
Contracts and Consents. Schedule 3.12 lists each material written or oral agreements (the "Company Contracts") related to or affecting the Assets. Copies of all the Company Contracts have been made available to Purchaser. No party is in breach or default of any Company Contract, nor does any basis for any claim of breach or default, whether upon the passage of time, giving notice, or otherwise with regard to the foregoing exist with respect to any party to any Company Contract. Except as set forth on Schedule 3.12, no Company Contract has been modified or amended, and the Company has not received any notice of any proposed modification or amendment. Sellers shall have obtained all required consents or approvals by other parties. Each Company Contract is a valid, legal, and binding agreement of its parties, enforceable in accordance with its terms.
Contracts and Consents. Schedule 3.13 lists each written contract to which the Company and the Company Subsidiary is a party which, in the aggregate, has a value of $100,000 or more (the "Material Contracts"), copies of which have been made available to Purchaser. To the Company's knowledge, no party is in breach or default of any Material Contract, nor, to the Company's knowledge, does any basis for any claim of breach or default, whether upon the passage of time, giving notice, or otherwise with regard to the foregoing exist with respect to any party to any such Material Contract. Except as set forth on Schedule 3.13, no Material Contract has been modified or amended, and neither the Company nor the Company Subsidiary have received any written notice of any proposed modification or amendment. Sellers shall have obtained all consents or approvals required pursuant to any Material Contracts.
Contracts and Consents. 10.1 SCHEDULE 11.2 - XXXXX CONSENTS. Schedule 11.2 is amended by the addition under the heading "CONSENTS TO BE OBTAINED" of the following items 23 and 24: "23 Consent of Forest Renewal BC to the assignment to L-P Engineered Wood of the Multi-Year Agreements between Forest Renewal BC and Xxxxx dated June 19, 1998, as amended, and May 29, 1998. 24 Consent of Beaumont Timber Company Ltd. to the assignment to L-P Engineered Wood of the Road use License agreement dated as of May 15, 1996."
10.2 SCHEDULE 11.2 - XXXXX CONSENTS. Schedule 11.2 is further amended by the change of number "23" to number "25" under the heading "CONSENTS WHICH WILL NOT BE OBTAINED".
10.3 SCHEDULE 11.3(a) - CONTRACTS. Schedule 11.3(a) is amended by the addition under the heading "PART 1 - ASSUMED CONTRACTS, MISCELLANEOUS AGREEMENTS" of the following items 8, 9 and 10: "8 Multi-Year Agreement number 0000077 between Forest Renewal BC and Xxxxx dated June 19, 1998, as amended June 25, 1998, September 28, 1998 and September 15, 1999. 9 Multi-Year Agreement number 0000207 between Forest Renewal BC and Xxxxx dated May 29, 1998.
Contracts and Consents. All contracts, agreements and other instruments relating to the Company’s business and are in full force and effect, in accordance with their respective terms, and true and correct copies thereof (together with any and all amendments thereto, and together with written descriptions for any material oral Applicable Contracts) have been provided to the Purchaser. No breach, default or violation by the Company has occurred or has been alleged thereunder and the Company shall assure that all such contracts are assigned to the Purchaser on or prior to the Closing Date.
