Contracts Requiring Consents Sample Clauses

Contracts Requiring Consents. If Seller and Buyer should be unable to obtain any consent required for the transfer of the Subject Interests in any Contract, Buyer's proportionate share of the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits of such proportionate share of such Contract until or unless such consent is received or said Contract is terminated.
Sample 1
AutoNDA by SimpleDocs
Contracts Requiring Consents. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Material Agreements, Leases and Lands, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a “Non-Assigned Agreement”), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser and Seller shall cooperate in enforcing, at Purchaser’s sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement. Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Non-Assigned Agreements and related property to the extent such Claims did not arise from Seller’s negligence or misconduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing, including any amounts payable as interest in respect thereof.
Sample 1
Contracts Requiring Consents. None of the Related Agreements contains any right of first refusal. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Related Agreements, Surface Leases, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a "Non-Assigned Agreement"), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser shall be entitled to enforce at its sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement, provided that Seller hereby constitutes and appoints, effective as of the Closing Date, Purchaser and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Purchaser, or in the name of Seller but for the benefit of Purchaser, to institute and prosecute all proceedings which Purchaser may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Non-Assigned Agreements or take other actions reasonably necessary to obtain the benefits of such Non-Assigned Agreements, and to defend or compromise any and all actions, suits or proceedings in respect of such Non-Assigned Agreements and (c) Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Nonassigned Agreements and related property to the extent such Claims did not arise from Seller’s improper conduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
Sample 1
Contracts Requiring Consents. Where a consent, approval or waiver of a third party required to assign to the Purchaser any Asset has not been obtained prior to Closing, such Asset will be held by the Vendor following the Closing Date, in trust for the benefit and exclusive use of the Purchaser. Each Party will continue to use all commercially reasonable efforts and cooperate with one another to obtain the required consent, approval or waiver and will only make use of such Assets in accordance with the directions of the Purchaser.
Sample 1
Contracts Requiring Consents. If Seller and Buyer should be unable to ---------------------------- obtain any consent required for the transfer of any Contract, surface lease, right of way, easement or other document to be assigned to Buyer, if Buyer so elects, the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits thereof until or unless such consent is received or said Contract is terminated.
Sample 1

Related to Contracts Requiring Consents

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • All Consents Required All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

  • Consents Required A complete list of all agreements wherein consent to the transaction herein contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or subsequent to closing, or where consent to an acquisition, consolidation, or sale of all or substantially all of the assets is required to avoid a default thereunder. (Schedule F.)

  • Material Consents All material consents, approvals, permits of, authorizations from, notifications to and filings with any Governmental Authorities required to be made or obtained prior to the consummation of the Merger shall have been made or obtained.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • No Conflict; Required Consents Except for the Required ------------------------------ Consents, all of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

Time is Money Join Law Insider Premium to draft better contracts faster.