Further Consents. No consents or approvals of any governmental entity and no consents or waivers from any other person or entity are required for the execution and delivery of this Agreement by Purchaser, the performance of the obligations hereunder by Purchaser or the lawful consummation of the transactions contemplated hereby.
Further Consents. You agree that you will, upon request, promptly arrange any further written consent in a form reasonably required by us in relation to access to your Premises.
Further Consents. From the date hereof and continuing until expiration of the Option Term as described in Section 1.4, Optionor shall not enter into any agreement or other undertaking with any person or entity or any governmental authority, other than an agreement with, or undertaking to, a governmental authority required in connection with the normal operation of an Option Property and entered into in the ordinary course of Optionor’s business, that would require the consent of any governmental or private party to effect the transactions contemplated by this Agreement, including, without limitation, the consent of any lender.
Further Consents. Subject to the provisions of Section 4.1(F), if and to the extent the parties fail to obtain before Closing the consent or approval (or an effective waiver thereof) of any third-party with respect to any item described in Section 3.5, then after the Closing --
(A) Until such consent or approval (or an effective waiver thereof) has been obtained --
(1) On behalf of the Ferro Sellers, the RandH Buyers will perform all of the Ferro Sellers' duties with respect to such item, and
(2) On behalf of the RandH Buyers, the Ferro Sellers will exercise all of the Ferro Sellers' rights with respect to such item as directed by the RandH Buyers.
(B) The parties will use reasonable efforts to obtain from such third parties the consents or approvals (or effective waivers thereof).
(C) If the parties are unable to obtain any such consent, approval, or waiver, then
(1) This Purchase Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent, approval, or waiver would constitute a breach of such item or create in the issuer or any party thereto the right or power to cancel or terminate such item; and
(2) The Ferro Sellers will cooperate with the RandH Buyers in any reasonable arrangement designed to provide the RandH Buyers with the benefit of the Ferro Sellers' rights under such item, including enforcement (at the RandH Buyers' expense) of any and all rights of the Ferro Sellers against such third-party as the RandH Buyers may reasonably request. Conformed Copy In use of its reasonable efforts under subsection (C) above, the Ferro Sellers will not be obligated to pay any additional consideration in order to obtain any consent, approval, or waiver. The Ferro Sellers will, however, cooperate with the RandH Buyers in obtaining a reasonable and economic solution with such third-party.
Further Consents. If, notwithstanding the best efforts of the parties ---------------- to fully satisfy the conditions precedent set forth in Section 5.1(d) above, (a) the requirement to obtain any consents or approvals described in Section 5.1(d) above which are not obtained as of the Closing Date shall be waived, and (b) the parties shall use their best efforts to obtain all consents and approvals described in Section 5.1(d) above which are not obtained as of the Closing Date as soon as reasonably practicable after the Closing Date.
Further Consents. If the transfer of the Stock to Purchaser at the Closing without the consent or approval of a third person would constitute a breach of any Contract or other obligation to which the Company is a party or by which the Company or any of its properties are bound or create in any other Person the right to declare a default in respect of, or to cancel or terminate, any such Contract or other obligation or any Governmental Authorization, license, permit, franchise or other right of the Company, and if such consent or approval (or an effective waiver thereof) is not obtained prior to the Closing, then Purchaser shall have the right by an instrument executed in writing and delivered to Seller at the Closing to cause the transfer of the Stock not to carry with it an assignment of the item or items that necessitate such consent or approval until such consent or approval (or an effective waiver thereof) shall have been obtained. In such an event, Seller will continue after Closing to use his best efforts promptly to obtain such consents and approvals, or effective waivers thereof, and will cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser with the benefit of the Company’s rights thereunder.
Further Consents. This Agreement shall not be construed as a consent by Prime Landlord to any other or further subletting or any assignment by either Central or Subtenant if and to the extent such consent may be required under the Prime Lease or the Sublease.
Further Consents. At all times after the Closing Date, the FN ---------------- Shareholders shall take all actions requested reasonably by the Buyer to obtain the consent of any third party necessary to cause any contract or agreement of the Company in effect as of the date of this Agreement to be enforceable by the Company without any material modification; provided, however, that nothing in this Section 7.5 shall require the expenditure of any sum by any FN Shareholder in excess of $5,000 in the aggregate among all FN Shareholders or the waiver or compromise of any material right by any FN Shareholder.
Further Consents. 6.1 After Unicom Group has assigned all of its shares in Unicom New Century to Unicom New Century (BVI) Limited (“New Century BVI”), Unicom New Century shall then become a wholly owned foreign proprietorship company of New Century BVI, and this agreement shall remain binding on Unicom Group and Unicom New Century.
6.2 If Unicom Red Chip Company needs to further restructure Unicom Operating Company and Unicom New Century, then this Agreement shall be binding on such company which succeeds the assets, interests and businesses of Unicom New Century. Representations, warranties and covenants made by Unicom Group to Unicom New Century shall be deemed to be made to such company which succeeds the assets, interests and businesses of Unicom New Century.
Further Consents. If the transfer of the Stock to Purchaser at the Closing without the consent or approval of a third person would constitute a breach of any Contract or other obligation to which the Acquired Companies is a party or by which the Acquired Companies or any of their properties are bound or create in any other Person the right to declare a default in respect of, or to cancel or terminate, any such Contract or other obligation or any Governmental Authorization, license, permit, franchise, or other right of the Acquired Companies, and if such consent or approval (or an effective waiver thereof) is not obtained prior to the Closing, then Purchaser shall have the right by an instrument executed in writing and delivered to the Sellers’ Representative at the Closing to cause the transfer of the Stock not to carry with it an assignment of the item or items that necessitate such consent or approval until such consent or approval (or an effective waiver thereof) shall have been obtained. In such an event, Sellers will continue after the Closing to use their best efforts promptly to obtain such consents and approvals, or effective waivers thereof, and will cooperate with Purchaser in any reasonable arrangement designed to provide Purchaser with the benefit of the Acquired Companies’ rights thereunder.
