Efforts to Obtain Consents Sample Clauses

Efforts to Obtain Consents. Promptly after execution hereof, the Company shall begin commercially reasonable efforts to obtain by the earliest date practicable following the date hereof all consents from governmental entities and third parties required for consummation of the transactions contemplated hereby. Parent shall provide reasonable cooperation and shall have the right to approve the form of any such consent, all of which consents obtained by the Company shall be provided to Parent. Also promptly following the date hereof, the Company shall provide all notices to governmental entities and third parties required for consummation of the transactions contemplated hereby in a manner so that any advance notice requirements shall be satisfied prior to the anticipated Closing Date. Parent shall provide reasonable cooperation and shall be given the right to approve the form of any such notice, and the Company shall copy Parent on all such notices made.
AutoNDA by SimpleDocs
Efforts to Obtain Consents. Each of St. Joe xxx FEC shall use all reasonable efforts to obtain all of the consents, waivers or authorizations required in connection with the completion of the Recapitalization and the Distribution from any third party or Governmental Authorities;
Efforts to Obtain Consents. The Company will use commercially reasonable efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Required Consent before Closing, and Buyer will cooperate with the Company in all reasonable respects in connection therewith; provided, however, that no Party is required to make any payment to any other Person regarding any Required Consent in excess of $1,000, other than fees of legal counsel in connection therewith.
Efforts to Obtain Consents. If any required consents or approvals for assignments of any contracts, agreements or commitments, or any assignable governmental or other licenses or permits, included in the Purchased Assets or the Assumed Obligations are not obtained by the Closing Date, (a) the Seller and the Buyer will each use its best efforts to obtain the consents or approvals (or waivers of the need for the consents or approvals) as promptly as practicable after the Closing Date, and (b) until the required consents or approvals are obtained, (i) the assignments of the applicable contracts, agreements, commitments, licenses or per- mits will not take place, (ii) the Seller will cooperate in all reasonable ways, whether by subcontracting, subleasing or sublicensing, or otherwise, to provide the Buyer with the benefits of the contracts, agreements, commitments, licenses or permits and to enforce, for the Buyer's benefit (and at the Buyer's expense), any rights the Seller may have under any of the contracts, agreements, commitments, licenses or permits which the Buyer wishes to enforce and (iii) the Buyer will fulfill, or will reimburse the Seller for the costs the Buyer would have incurred if it had fulfilled, all the Seller's obligations under all the contracts, agreements, commitments, licenses and permits the benefits of which are provided to the Buyer.
Efforts to Obtain Consents. Parent shall use its reasonable best efforts to promptly obtain (or to cause its applicable Affiliates to promptly obtain) (i) the transfer, assignment, novation or reissuance of any Permit or Contract or any Consent from a Person (other than any member of the Parent Group or the Energy Supply Group) (each such item in this clause (i) being a “Third-Party Consent”) and/or (ii) any approval of any Governmental Authority, in the case of clauses (i) and (ii) that is required in order to consummate any of the Spin Transactions or any other transactions contemplated herein; provided that in connection with obtaining any such Third-Party Consent or such approval of any such Governmental Authority, no member of the Parent Group and prior to the Closing no member of the Energy Supply Group shall enter into or otherwise agree to any modification to the terms of any Contract or any Permit that is required to effect any Spin Transaction or the other transactions contemplated herein that could reasonably be expected to adversely affect any member of the Energy Supply Group (including due to an increase in payment or other incremental cost to any member of the Energy Supply Group under such Contract or Permit) in any material respect without the prior written consent of (A) on or prior to Closing, RJS and (B) after Closing, NewCo, in each case not to be unreasonably withheld, conditioned or delayed. In furtherance of the foregoing, the Parties shall consult with each other and provide copies of any proposed consent or amendment prior to proposing and prior to entering into any such consent or approval.
Efforts to Obtain Consents. Seller shall use commercially -------------------------- reasonable efforts and Acquiror shall reasonably cooperate with Seller in such efforts to obtain such Consents necessary to Transfer to Acquiror all of the Contracts referred to in Section 2.2.1 hereof. -------------
Efforts to Obtain Consents. Sellers will cause each Acquired Company to use reasonable best efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Consent listed in Schedule 3.3(c) (or required to have been listed in Schedule 3.3(c) in order avoid a breach of Section 3.3(c)) before Closing; provided, however, that no Acquired Company is required to make any payment to any other Person regarding any such Consent other than customary filing fees, consent fees set forth in any Major Contract, and fees of legal counsel in connection therewith.
AutoNDA by SimpleDocs
Efforts to Obtain Consents. The MSP Companies shall use their commercially reasonable efforts to obtain each third-party consent required in connection with the consummation of the transactions contemplated hereby as promptly as practicable hereafter.
Efforts to Obtain Consents. Sellers will use reasonable best efforts to give any required notices to other Persons and to obtain any required consent before Closing, and Buyer will cooperate with Sellers in all reasonable respects in connection therewith; provided, however, that neither Party is required to make any payment to any other Person regarding any consent.
Efforts to Obtain Consents. Seller shall use its commercially reasonable efforts to obtain or make as promptly as practicable all consents, waivers, approvals and notices required to consummate the transactions contemplated by this Agreement, including the consents, waivers, approvals and notices referred to in Section 5.3(b)
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!