Cooperation and Assignments Sample Clauses

Cooperation and Assignments. Seller will use its best efforts, and will cooperate with Buyer, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as are required in order to enable Seller to effect the transactions contemplated hereby, and otherwise will use its best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof, provided that Seller will not be obligated to incur any liability or expense in connection therewith, except the cost and expense of its employees, agents and representatives engaged in such efforts or as otherwise expressly set forth herein.
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Cooperation and Assignments. OmniCorder will use its best efforts, and will cooperate with Promos, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to enable OmniCorder to effect the transactions contemplated hereby and will otherwise use its best efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof. Notwithstanding anything herein to the contrary, to the extent the assignment of any right to be assigned to Promos pursuant to the provisions hereof shall require the consent of any other party, this Agreement shall not constitute a breach thereof or create rights in others not desired by Promos. If any such consent is not obtained, OmniCorder shall, at Promos' expense, cooperate with Promos in any reasonable arrangement designed to provide for Promos the benefit of any such right, including enforcement of any and all rights of OmniCorder against the other party to any Commitment arising out of the breach or cancellation thereof by such party or otherwise.
Cooperation and Assignments. 17 5.2 Conduct of Business.........................................17 5.3 Access......................................................17 5.4
Cooperation and Assignments. (a) From the date hereof and after the Closing Date, Sellers will use their Best Efforts, and Purchaser will cooperate with Sellers, to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties required to be obtained by Sellers to enable Purchaser to obtain the benefit of the transactions contemplated hereby.
Cooperation and Assignments. Seller will use commercially reasonable efforts, and will cooperate with Purchaser, to secure for itself and on behalf of Accom Poland all necessary consents, approvals, authorizations, exemptions (including those from any required governmental bodies) and waivers from employees and third parties as are set forth in Section 2.26 of the Disclosure Schedule or as shall otherwise be required in order to enable Seller to effect the transactions contemplated hereby and will use its commercially reasonable efforts to cause the consummation of such transactions with the terms and conditions hereof. Notwithstanding anything herein to the contrary, to the extent the assignment of any right to be assigned to Purchaser pursuant to the provisions hereof shall require the consent of any other party, this Agreement shall not constitute a breach thereof or create rights in others not desired by Purchaser. If any such consent is not obtained, Seller shall cooperate with Purchaser in any commercially reasonable arrangement designed to provide for Purchaser the benefit of any such right, including enforcement of any and all rights of Seller against the other party to any contract arising out of the breach or cancellation thereof by such party or otherwise.
Cooperation and Assignments. After the Closing Date, Seller and Buyer will cooperate so that Buyer may secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties, including all permits, licenses and other authorizations from governmental agencies, required to enable Buyer to obtain the benefit of the transactions contemplated hereby.
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Cooperation and Assignments. The later pension age increases the need for continuously creating the best conditions for a good working environment, which should be made through the involvement of the health and safety representative. The parties to the agreement agree that a good work environ- ment contributes to good productivity and sound finances. The health and safety representative is to assist in sharpening the focus of colleagues and management on all aspects of health and safety. The health and safety representative, in collaboration with management and the union representative, is to ensure that the strategic tasks are carried out under the auspices of the health and safety organisation or a special cooperation forum. The health and safety representative is to be at the core of systematic health and safety work in the development of the workplace assessment (APV). It is a joint responsibility that sickness absence is part of the workplace assessment work. The role of the health and safety representative includes discussing the working environment on the basis of existing, relevant statistical material. The health and safety representative is to be involved in accident prevention through anal- ysis and learning. The health and safety representative is also an ambassador for the employees’ involvement in the pervasive transition towards achieving new ambitious climate targets.

Related to Cooperation and Assignments

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Succession and Assignment This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • INDEMNIFICATION AND ASSIGNMENT Section 8.01 Indemnification............................................... Section 8.02 Limitation on Liability of Seller and Others.................. Section 8.03 Limitation on Resignation and Assignment by Seller............ Section 8.04

  • Transfers and Assignments You cannot assign or transfer any interest in your account unless we agree in writing.

  • Successors and Assigns; Assignments and Participations (a) With the prior consent of Agent, any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

  • Successors and Assigns; Participations and Assignments (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

  • Successors and Assignments Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and, except as otherwise specifically provided in this Agreement, their respective successors and assigns. Notwithstanding the foregoing, no party shall make any assignment of this Agreement or any rights or obligations hereunder without the written consent of all other parties. As used herein, the term "assignment" shall have the meaning ascribed thereto in the 1940 Act.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Successors and Assigns Participations Assignments (a) This Agreement shall be binding upon and shall inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

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