Customer Consents Sample Clauses

Customer Consents. The consent of each customer of each Company listed on Schedule 7.08 including, but not limited to, Bayer, Baxter and Alpha, shall have been obtained to the transfer of the ownership of the Assets and the Stock.

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. 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. 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. 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. The parties shall use commercially reasonable efforts to cooperate and collaborate to develop and implement a process for the coordination of obtaining all Customer consents with respect to the sharing of Data from its System with the other party and for complying with subsequent Customer requests for modification of consent or removal of such Personal Data.

Customer Consents. (a) After the Closing Date, ▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇ 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"), ▇▇▇▇▇▇ shall have the right to directly ▇▇▇▇ such Customer for, and receive from such Customer, all Product Support Fees. In addition, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇. (c) Upon obtaining Customer Assignments, each of SIEMENS and ▇▇▇▇▇▇ shall use their reasonable best efforts to effect the prompt transition to ▇▇▇▇▇▇ of all billing and collection responsibilities. (d) Within 15 days after the end of each month, SIEMENS will deliver to ▇▇▇▇▇▇ any and all Product Support Fees that it receives that are related to any Assigned Customer Agreements.

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-▇, ▇-▇, ▇-▇ 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...