Contracts Requiring Consent. If a consent or approval of a third party is required to permit the transfer or assignment to the Purchaser of the Sellers’ interest in any of the Contracts (including leases for equipment) is not received on or before the Closing, and if, notwithstanding such non-receipt, the Sellers and the Purchaser proceed to complete the sale and the purchase of the Assets contemplated by this Agreement, the transfer or assignment of those Contracts (including leases for equipment) in respect of which the required consent has not been received on or before the Closing will not be effective in each case until the applicable consent or approval has been received and such Contract (including leases for equipment) will be held by the Sellers following the Closing in trust for the benefit and exclusive use of the Purchaser. The Sellers shall continue to use all reasonable efforts to obtain the required consents and approvals and shall only make use of such Contracts (including leases for equipment) for the benefit of the Purchaser provided such use does not conflict with the terms of such Contracts (including leases for equipment). Seller will apply for and request consent within ten (10) days after the date of the Agreement.
Contracts Requiring Consent. Without limiting Section 7.2(f), if consent in writing to the transactions contemplated by this Agreement has not been obtained from the counterparty or counterparties to any Contract set forth in Section 5.14 of the Purchaser Disclosure Letter as of the Closing, the Seller Parties shall, or shall cause the applicable Transferred Company, to (a) provide notice of the Closing to all of the counterparty(ies) to such Contracts along with a request for consent to the transactions contemplated hereby (which request shall be in form and substance reasonably acceptable to the Purchaser) no later than fifteen (15) days after the Closing Date and (b) use their respective reasonable best efforts to obtain such consents as promptly as practicable after the Closing. No Greenbrook Company nor any of their respective Affiliates (other than the Transferred Companies), shall be obligated to assume any obligations in order to obtain any such consent or otherwise enter into any Contract relating to such consent.
Contracts Requiring Consent. There are no consents or waivers of any party to any bonds, debentures, notes, or other indebtedness of the Company or any of its subsidiaries ("Debt Documents") or any other third party required to (a) execute this Agreement, (b) consummate this Agreement and the transactions contemplated hereby, or (c) enable the Company to operate the Company after the Closing in the same manner as it is presently operated (except for the setting of the financial covenants for fiscal 2006 in respect of the Company's senior secured credit facility). The execution of this Agreement and the consummation of this Agreement and the transactions hereby will not accelerate, breach or otherwise trigger any obligations in the Debt Documents on the part of the Company.
Contracts Requiring Consent. Bajaj Auto Ltd of India Master License Agreement for the EMS401-043 Drive System Xxxxxxx D’Xxxxxx Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxx Employee Secrecy, Invention, & Non-Competition Agreements Obligations of contracts and sales orders listed in Schedule 2.1(f) from the Closing Date, conditioned upon treating as “advanced amounts” to be credited against payments under the Note any deposits received.
Contracts Requiring Consent. Where a consent, approval or waiver of a third party (which is not a Required Consent) is required to assign to the Purchaser any of the Assets, each of the Parties will use commercially reasonable efforts to obtain, prior to the Closing Date, the required consents, approvals or waiver (other than the Required Consents). Each Party will cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by the other Party in connection with the foregoing. Without limiting the generality of the foregoing, the parties agree to use commercially reasonable efforts to obtain, prior to the Closing Date, any consents from Technology Partnerships Canada which are necessary in connection with the granting of security by the Purchaser to Shire LLC as contemplated in the Loan Facility Agreement.
Contracts Requiring Consent. All Consents necessary to the assignment of any Contracts Requiring Consent shall have been obtained (without any material limitation, restriction or condition not already applicable to the Sellers or Holder being imposed on Buyer or its ownership or use of any of the Acquired Assets or the conduct or operation of the Business) in written instruments reasonably satisfactory to Buyer, subject to the terms of Section 6.8 hereof.
Contracts Requiring Consent. A new Section 6.21 shall be added to the Purchase Agreement and shall read as follows:
Contracts Requiring Consent. The terms of this Section 6.21 shall govern the transfer of the benefits of all contracts listed on Section 3.6 of the Disclosure Schedules (collectively, the “Contracts Requiring Consent”) where the required consent has not been obtained by the Closing Date. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that at the Closing, Seller shall not assign to Purchaser any Contract Requiring Consent unless Purchaser has agreed to assume such Contract and the applicable consent has been obtained prior to the Closing Date. With respect to each unassigned Contract Requiring Consent that Purchaser has agreed to assume, after the Closing Date, Seller shall continue to deal with the other contracting party(ies) to such Contract Requiring Consent as the prime contracting party and shall use all commercially reasonable efforts to obtain the Consent of all required parties to the assignment of such Contract Requiring Consent, but Purchaser shall be entitled to all of the benefits of such Contract Requiring Consent accruing after the Closing Date as if such Contract Requiring Consent had been assigned to Purchaser hereunder. Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Closing Date under such Contracts Requiring Consent the benefits of which Purchaser is receiving after the Closing Date, and to reimburse Seller within 15 days from invoicing from Seller for any required expenses previously approved by Purchaser incurred by Seller on Purchaser’s behalf in keeping such Contracts Requiring Consent in effect.”
Contracts Requiring Consent. The Shareholders, Parent and Buyer shall use their respective best efforts and work cooperatively to timely procure all consents, approvals, authorizations, waivers and all other requirements which must be obtained or satisfied by the Company, the Shareholders, Buyer or Parent for the completion of the transactions contemplated hereby, including all required consents from third parties under the Contracts or otherwise so that the Company may continue to operate without interruption or any adverse effect following the Closing Date.
Contracts Requiring Consent. There are no Consents or waivers of any party to any Contract or any other third party required to (a) execute this Agreement, (b) consummate this Agreement and the transactions contemplated hereby, or (c) enable Purchaser to operate the Company after the Closing in the same manner as it is presently operated.
