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Customer Consents Sample Clauses

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 ConsentsCustomer 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. 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. (a) Subject to Section 6.2, subsection (v), as soon as reasonably practicable after the Excluded Location Response Date, at a date or dates determined by Seller with prior notice to Buyer, Seller shall: (i) send a written notice informing each Eligible Customer of the intended assignment of the Customer's Customer Contracts, Customer Indebtedness and Customer Property to Buyer as a result of the transactions contemplated by this Agreement (which notice shall provide the Customer a reasonable period of time in which to object to the intended assignment of the Customer's contracts to Buyer) in order to effect a bulk transfer of such Customer's Customer Contracts, Customer Indebtedness and Customer Property pursuant to negative-consent letters in form and substance consistent with interpretations of FINRA Rule 2010 (or any equivalent successor provision) and applicable law, and which notice (i) shall, if, as and in the manner (including by separate notice or communication) Seller deems appropriate in its discretion, advise such Customers holding Excluded ARS that their Excluded ARS are not transferable to Buyer, or to customer accounts opened or maintained with Buyer, and will be retained in accounts maintained with Seller, except that Customers holding Excluded ARS that are Series A-0, X-0, X-0 and/or B-2 Rights may, prior to the relevant Closing for such Customers, exercise their rights in accordance with the terms of the Excluded ARS Prospectuses in order to transfer the liquidated proceeds from such exercise to Buyer, or to customer accounts opened or maintained with Buyer, together with their other accounts and property that will otherwise be transferred to Buyer, at such relevant Closing and (ii) to the extent required by FINRA rules or other applicable law, or if, as and in the manner Seller deems appropriate in its discretion, shall advise such Customers with respect to the matters described in Section 1.7; and (ii) with respect to Eligible Customers for which negative-consent letters may not be used under applicable law, use reasonable efforts to obtain the affirmative consents of such Eligible Customers whose Customer Contracts, Customer Indebtedness and Customer Property are intended to be included in Assets to the assignment of all such Customer's Customer Contracts, Customer Indebtedness and Customer Property to Buyer as contemplated hereby, and if, as and in the manner Seller deems appropriate in its discretion, advising such Customer with respe...
Customer ConsentsThe Parties shall use Commercially Reasonable Efforts to cooperate and collaborate to ***, as applicable, from its *** and for complying with subsequent ***.
Customer Consents. 27 Section 5.06 Securities........................................ 27 Section 5.07 Deliveries........................................ 27 Section 5.08 By-law Amendments................................. 27
Customer ConsentsAssignment 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 ConsentsEach Party will incorporate broad customer consent language into its Customer Agreement to allow for data sharing between the Parties to this Agreement. The Parties will incorporate a process for the Basic SmartHome System Subscriber to acknowledge that Vivint owns their Product Data and not Vivint Solar.
Customer Consents. (a) As soon as reasonably practicable after the date hereof, the Company shall: (i) send a written notice, the form to be mutually satisfactory to Sellers and Buyer as soon as reasonably practicable after the date hereof, informing each customer of the Business of the assignment of the customer’s advisory and brokerage contracts to Buyer as a result of the transactions contemplated by this Agreement (which notice shall provide the customer a reasonable period of time in which to object to the assignment of the customer’s contracts to Buyer) in order to effect a bulk transfer of customer accounts pursuant to negative-consent letters in a form and substance consistent with interpretations of NASD Rule 2110 and applicable law; and (ii) with respect to customer contracts for which negative-consent letters may not be used under applicable law, use reasonable best efforts to obtain the consents of customers of the Business to assign all such contacts to Buyer as contemplated hereunder (provided, that and any documents used in connection therewith shall be mutually satisfactory to Sellers and Buyer). (b) The Company shall promptly notify Buyer of the Company’s receipt of any communication received from a customer of the Business with respect to such consent. (c) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an assignment of, or an agreement to assign, any customer contract if either the applicable customer objects to the assignment or if affirmative consent from the customer is required for the assignment and such consent is not obtained. (d) Sellers shall have no liability to Buyer with respect to the non-assignability or non-transferability of any customer contract to the extent such non-assignability or non-transferability arises solely as a result of the applicable customer objecting to assignment or failing to give an affirmative consent to assignment; provided, however, that nothing in this Section 6.5(d) is intended to affect the acquisition consideration adjustments set forth in Section 3.2.
Customer ConsentsFollowing the Closing, the Major Seller Shareholder will use commercially reasonable efforts to obtain within ten (10) Business Days after the Closing Date the Consents listed on Schedule 2.21 which were not obtained prior to the Closing.