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. If and to the extent the parties fail to obtain before Closing the consent or approval (or an effective waiver thereof) of any person or persons with respect to any item described in Section 3.5, then after the Closing
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. 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 Sellers 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 Closing to use their commercially reasonable 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. If the transfer of the Shares to Buyer at the Closing without the consent or approval of a third Person would constitute a breach of any Contract to which the Company is a party or by which it or any of its properties are bound or create in any third Person the right to declare a default in respect of, or to cancel or terminate, any such Contract or any Governmental Authorization of the Company. Seller will after Closing use his reasonable efforts to assist the Company to obtain such consents and approvals, or effective waivers thereof, and will cooperate with Buyer in any reasonable arrangement designed to provide Buyer with the benefit of the Company’s rights thereunder. Notwithstanding the foregoing and/or any other terms of this Agreement, other than to the extent of the express representations set forth in Sections 3.3.5(f), 3.5.2, 3.5.3, 3.5.4, 3.5.5 and 3.5.6, Seller does not guarantee or assure Buyer that any such consents, approvals or waivers can or will be obtained, does not guarantee that any customer or vendor will continue its relationship with the Company after the Closing and does not guarantee that the effect of any request for a consent, approval or waiver will enhance or ensure the continuation of a contract or the business relationship.
Further Consents. If and to the extent the parties fail to obtain before Closing the consent or approval (or an effective waiver thereof), other than a Material Consent, of any third-party required for the assignment of the Ferro Sellers' rights under Powder Coatings Business Contracts, Leases, Licenses, Permits or other similar items, then after the Closing--
Further Consents. Following the Closing, Seller shall use reasonable efforts to obtain any necessary third party consents to the assignment to Buyer of the Assumed Contracts for which Seller did not deliver third party consents on or prior to 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 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.
