Customer Consents Sample Clauses

Customer Consents. Customer shall, at its cost and expense, obtain and maintain the Customer Consents. Customer shall comply with the Customer Consents. In the event that Customer has not obtained all Customer Consents as of the Effective Date, Supplier shall implement, at Customer's cost and expense and subject to Customer's prior approval, alternative approaches as reasonably necessary to provide the Services without such Customer Consent. Supplier shall comply with the Customer Consents.

Customer Consents. The consent of each customer of the Company or licensor/licensee of the Company listed on Schedule 5.05 shall have been obtained to the issuance and transfer of the ownership of the Securities, the Warrant and the Stock.

Customer Consents. Seller agrees to provide all necessary customer consents to the transfer of the ASP Customer Contracts and the Maintenance Contracts prior to Closing.

Customer Consents. 27 Section 5.06 Securities........................................ 27 Section 5.07 Deliveries........................................ 27 Section 5.08 By-law Amendments................................. 27

Customer Consents. (a) After the Closing Date, XXXXXX and SIEMENS shall each use their reasonable best efforts to obtain from each Customer an executed Assignment and Assumption Agreement (each, a "Customer Assignment"), substantially in the form of the attached Exhibit E. Any actual Customer Assignment that varies in any respect from the attached form of Customer Assignment must be on terms acceptable to the Parties in their reasonable discretion (provided that in no event xxxx XXXXXX be required to agree to any Customer Assignment that would require any modification or amendment to any term contained in, or would result in a reduction in the amount of Product Support Fees under, the relevant Novius GFS Customer Agreement, and in no event will SIEMENS be required to agree to any Customer Assignment that would not contain the language set forth in the first sentence of Section 5 of the Customer Assignment). (b) After a Customer Assignment has been obtained with respect to a Novius GFS Customer Agreement (an "Assigned Customer Agreement"), XXXXXX shall have the right to directly xxxx such Customer for, and receive from such Customer, all Product Support Fees. In addition, XXXXXX shall have the right to amend, alter or otherwise change, with the consent of such Customer, the Assigned Customer Agreement and the amount of the Product Support Fees paid by the Customer or the amount or type of the support provided by XXXXXX. (c) Upon obtaining Customer Assignments, each of SIEMENS and XXXXXX shall use their reasonable best efforts to effect the prompt transition to XXXXXX of all billing and collection responsibilities. (d) Within 15 days after the end of each month, SIEMENS will deliver to XXXXXX any and all Product Support Fees that it receives that are related to any Assigned Customer Agreements.

Customer Consents. Assignment consents and novations in a form reasonably satisfactory to Buyer related to the customer contracts set forth on SCHEDULE 6.2(B) shall have been obtained.

Customer Consents. The Parties shall use Commercially Reasonable Efforts to cooperate and collaborate to ***, as applicable, from its *** and for complying with subsequent ***.

Customer Consents. Following Closing, the Company will use its best efforts to obtain within ten (10) Business Days of the Closing Date the consent of the other parties to any Customer Contract that is an Assumed Contract to which the Company is a party with the Required Contract Consent for the assignment thereof to Buyer or its designated Affiliate as Buyer may request. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Buyer or the Company thereunder so that Buyer would not in fact receive all rights under such Contract, the Company and Buyer will cooperate in an arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing, or subleasing to Buyer, or under which the Company would enforce, at Buyer’s expense, for the benefit of Buyer, with Buyer assuming at Buyer’s expense the Company’s obligations and Liabilities (solely to the extent provided in Section 2.2(a)), any and all rights of the Company against a third party thereto. The Company will promptly pay to Buyer when received all monies received by the Company under any such Contracts relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date, and Buyer shall pay, defend, discharge and perform all Liabilities relating to or arising out of products delivered, services rendered or work performed on or after the Closing Date under such Contracts. Without limiting the foregoing, to the extent that any Customer Contract that is an Assumed Contract is not assigned at the Closing to Buyer, the Company will take all actions as reasonably requested by Buyer to enable the Buyer to obtain all benefits and recognize all revenue on each such Customer Contracts from the Closing Date until such time as the assignment of such Customer Contract to Buyer is effective.

Customer Consents. (a) The Seller and Purchaser acknowledge and agree that the Consents required to be obtained from customers of the Business, as set forth on Schedule 5.16 of the Seller Disclosure Letter (the “Customer Consents”), will be obtained post-Closing. Purchaser shall be primarily responsible for obtaining the Customer Consents and initiating and managing contact with applicable third parties. Notwithstanding the foregoing, Seller agrees to cooperate with Purchaser in all respects in connection with the Customer Consents and to take all actions, and deliver all documents and certificates, required in connection with the Customer Consents. Purchaser and Seller shall use commercially reasonable efforts to expeditiously obtain the Customer Consents prior to the earlier of the expiration or termination of the Transition Services Agreement (the “TSA End Date”). In the event that the parties are unable to obtain all of the Customer Consents prior to the TSA End Date, the Purchaser shall have the right, in its sole discretion, to extend the term of the Transition Services Agreement until such time as all Customer Consents have been obtained. (b) The Buyer shall bear all of the costs and expenses of obtaining the Customer Consents. (c) The Seller hereby agrees to notify Purchaser of any and all communications with third parties relating to obtaining the Customer Consents. The Seller and the Shareholders further agree to refer all customer inquiries relating to the Business to Purchaser from and. after the Closing.

Customer Consents. Without limiting the generality of Section 6.1(b), each customer of the Company whose contract or arrangement with the Company restricts or prohibits the assignment thereof or a change of control of the Company shall have confirmed its consent to the Merger and to any deemed assignment, by reason of any subsequent liquidation and dissolution of the Surviving Corporation, of any and all contracts and arrangements between such customer and the Company, and the assumption thereof by the Surviving Corporation and/or its parent (with the understanding that the Surviving Corporation and/or its parent may use the trade name "Glacier Water").