Failure to Obtain Consents. Any failure to obtain the Required Government Consents or the Required Contract Consents prior to Closing;
Failure to Obtain Consents. If any Contract requires the consent of a third party in order to assign it to Buyer and such consent has not been obtained by the Closing Date (a "Non-Consented Contract"), then Seller (i) shall use its reasonable best efforts to make available to Buyer the benefits that arise after the Closing Date under the Non-Consented Contract, and (ii) shall continue after the Closing Date to use its reasonable best efforts to obtain such consent. To the extent that Seller has made available to Buyer the benefits that arise after the Closing Date under a Non-Consented Contract, Buyer shall assume Seller's obligations that arise under the Non-Consented Contract after the Closing Date, whether or not any such benefits are actually received by Buyer.
Failure to Obtain Consents. Any failure to obtain the Required Government Consents or the Required Contract Consents.
Failure to Obtain Consents. Buyer's sole remedy (assuming that Seller has satisfied its obligations under this Agreement, including its obligation under Section 9.2 to use its reasonable best efforts to obtain all necessary consents and its obligation under Section 12.4 to use its reasonable best efforts to make the benefits of the Non-Consented Contracts available to Buyer) for Seller's failure to obtain sufficient numbers of consents within the time period provided herein shall be to elect whether or not to proceed with the Closing hereunder, and in no event shall Buyer be entitled to collect damages from Seller, whether or not a Closing takes place hereunder.
Failure to Obtain Consents. Buyer and Parent understand that Seller is not obtaining any consents required under any agreements to which Company or Seller is a party other than the consents listed in Schedule 6.1(c) of the Disclosure Schedule. Buyer and Parent each hereby waives and releases any claims it may have against Seller for the inability or failure to obtain consents to any agreements to which Company or Seller is a party, including without limitation any Damages arising from any claims by the other parties to such agreements.
Failure to Obtain Consents. 7.2.1 Where a Third Party Consent has not been obtained by Completion in respect of any Asset (a RELEVANT ASSET), such Relevant Asset will not be conveyed, transferred or assigned on Completion but will be held in trust for the relevant Purchaser absolutely from Completion until such Third Party Consent is obtained and the Relevant Asset is so conveyed, transferred or assigned. EFPL shall continue to use reasonable endeavours to obtain the necessary Third Party Consent after Completion to convey, transfer or assign any Relevant Asset.
7.2.2 EFPL shall account to the relevant Purchaser accordingly and shall deliver to such Purchaser as soon as reasonably practicable:
(i) upon receipt, any notice or other document relating to such Relevant Asset; and
(ii) upon request from such Purchaser, a power of attorney to enable such Purchaser to deal with such Relevant Asset.
7.2.3 The relevant Purchaser shall indemnify EFPL and keep EFPL indemnified on an after tax basis against all Losses associated with the holding of any such Relevant Asset.
7.2.4 The indemnity given by the relevant Purchaser in Clause 7.2.3 shall not cover Losses to the extent that they arise or are increased by the failure of EFPL to comply in any material respect with its obligations under this Clause 7.
Failure to Obtain Consents. Where a Property Consent has not been obtained by Completion in respect of any Property Agreement (a RELEVANT AGREEMENT) such Relevant Agreement will not be assigned on Completion but will be held in trust for Purchaser B absolutely from Completion until such Property Consent is obtained and the Relevant Agreement is so conveyed, transferred or assigned. EFPL shall account to Purchaser B accordingly and shall deliver to Purchaser B as soon as reasonably practicable upon receipt any notice or other document concerning or relating to such Relevant Agreement.
Failure to Obtain Consents. In the event any consent to the assignment of any Contract, Permit or Intellectual Property right is required in connection with the transactions contemplated hereby has not been obtained as of the Closing, then until such consent is obtained, Seller and Buyer shall cooperate in any arrangement reasonably satisfactory to the parties designed to fulfill Seller's obligations thereunder and to afford Buyer the benefits thereof, so long as Seller is reimbursed by Buyer for any costs associated with such arrangements.
Failure to Obtain Consents. If, despite the Company’s good faith efforts, the Company is unable for any reason other than its own fault to obtain any Consents within a reasonable period of time not to exceed the later of (i) six (6) Months after the date that the Company becomes obligated to proceed with any Restoration and (ii) to the extent applicable under the Laws of Liberia, the last Day upon which the relevant Public Sector Entity is pursuant to the Laws of Liberia obligated to grant or deny such Consent, then either Party may, at its option, deliver to the other Party a Termination Notice, whereupon Article XVIII shall apply.
Failure to Obtain Consents. If Seller is unable to obtain any Consents prior to Closing, Buyer, at Buyer’s option may (i) purchase the affected Asset for the Allocated Value set forth on Exhibit “C” or (ii) have the affected Asset removed from this Agreement and the Base Purchase Price adjusted by the dollar amount allocated to the affected Asset as set forth on Exhibit “C”; provided, however, Seller shall have one hundred twenty (120) days following Closing to obtain any of said Consents, in which event the Affected Asset shall be purchased by Buyer. In connection therewith, the Affected Asset shall be conveyed to Buyer, effective as of the Effective Time, within five (5) Business Days following receipt of such Consent, with Buyer wiring to Seller the dollar amount allocated to the Affected Asset within said five (5) Business Day period.
