Further Consents to Assignment. To the extent that the assignment of any of the Assumed Contracts or transfer of any Acquired Asset shall require the consent of any other party, and the Closing shall occur notwithstanding the failure to have obtained such consent prior to the Closing, this Agreement shall not constitute a contract by either Seller to assign or transfer the same until such consent is obtained. Purchaser shall, at its own expense, use its commercially reasonable efforts after the Effective Date to obtain any consent necessary to such assignment, and Sellers shall fully cooperate with Purchaser at Purchaser’s expense in connection therewith. If any such consent is not obtained, (a) this Agreement shall not constitute or be deemed to be a contract to assign the same if an attempted assignment without such consent would constitute a breach of such item or create in any party thereto the right or power to cancel or terminate such contract or assert any right or control over any Acquired Asset, and (b) Purchaser shall cooperate at its expense (and Purchaser will promptly reimburse Sellers to the extent of any expenses incurred by Sellers pursuant to such agreement) in any reasonable arrangement designed to provide Purchaser the use or benefit, monetary or otherwise, of Sellers’ rights under such contract or Acquired Asset; provided that if no consent can be obtained with respect to an Assumed Contract and/or an assignment of any Assumed Contract cannot be made, in lieu of such assignment, (i) Purchaser shall act as a subcontractor of Sellers in connection with such Assumed Contract, shall provide all Software and services in connection with such Assumed Contract, and shall indemnify Sellers for all services rendered as a subcontractor and all risks, liabilities and obligations arising under such Assumed Contract with respect to the services provided by Purchaser; (ii) Sellers shall notify the customer with whom the Assumed Contract was entered into that Purchaser is a subcontractor of Sellers for such Assumed Contract; and (iii) Sellers shall promptly remit to Purchaser all payments received from such customer relating to the services performed by Purchaser as subcontractor under said Assumed Contract, less withholding by such Seller for any applicable taxes. Sellers and Purchaser hereby acknowledge and agree that they believe that each of the Assumed Contracts requires the consent of the Transferred Customer in order to be assigned to Purchaser.
Further Consents to Assignment. With respect to those consents or approvals (or effective waivers thereof) to or of assignment and all novations which are not obtained on or prior to Closing and which are waived by the applicable Party as a closing condition:
Further Consents to Assignment. With respect to any licenses, permits, authorizations, consents or approvals (or effective waivers thereof) used in the Business or otherwise necessary for the current operation of the Business, the transfer to the Purchaser of any Transferred Asset or the operation of the Business or the ownership of the Transferred Assets by the Purchaser after the Closing that are not obtained by the Purchaser at or prior to the Closing: (i) Provant and/or the Purchaser will continue to use reasonable efforts to obtain from the appropriate person or persons the applicable licenses, permits, authorizations, consents or approvals (or effective waivers thereof); and (ii) if Provant and/or the Purchaser are unable to obtain any such license, permit, authorization, consent, approval or waiver, then (a) neither this Agreement nor any instrument or agreement delivered at the Closing shall constitute or be deemed to be a contract to assign or an assignment if an assignment without such license, permit, authorization, consent, approval or waiver would constitute a violation of any license, permit, contract, agreement, lease or law applicable to or included in the Business or the Transferred Assets or create in any person the right or power to cancel or terminate such license, permit, contract, agreement or lease or a cause of action with respect to such license, permit, contract, agreement or lease and (b) Provant will cooperate with the Purchaser in any reasonable arrangement designed to provide the Purchaser with the benefit of Provant’s rights under such license, permit, contract, agreement or lease, including enforcement of any and all rights of Provant against any such person as the Purchaser may reasonably request.
Further Consents to Assignment. As and to the extent Seller shall have failed to obtain prior to Closing the consent or approval (or an acceptable effective waiver thereof) of any person or persons in respect of any item from whom such consent is required pursuant to the terms hereof, or shall have failed to obtain any other consent to the assumption of any contract included as a part of the Purchased Assets, if Purchaser shall nonetheless have elected to proceed to purchase the Purchased Assets, at the written request of Purchaser, Seller shall continue to use reasonable efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof). Purchaser shall use reasonable efforts to assist Seller in obtaining consents.
Further Consents to Assignment. As and to the extent Seller shall ------------------------------ have failed to obtain prior to Closing the consent or approval (or an acceptable effective waiver thereof) of any person or persons in respect of any item described in Section 4.1 hereof or the parties shall have failed to obtain any other consent to the assumption of any contract included as a part of the Acquired Assets or Assumed Liabilities, if Purchaser shall nonetheless have elected to proceed to purchase the Acquired Assets, Seller and the Indemnifying Shareholders shall continue to use their best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof).
Further Consents to Assignment. As and to the extent the parties shall have failed to obtain any consent to the assumption of any contract included as a part of the Branch Assets or Deposits, Repurchase Agreement or other liabilities assumed under the terms hereof, Seller and Purchaser shall continue to cooperate with each other, and each to use its best efforts to obtain from such person or persons the consents or approvals (or effective waivers thereof).
Further Consents to Assignment. As and to the extent TRW shall have failed to obtain prior to Closing the consent or approval (or an effective waiver thereof) of any person or persons in respect of any item described in Section 4.5 hereof or the parties shall have failed to obtain the novation of any government contract or subcontract as provided in Section 4.6 hereof, after the Closing--
Further Consents to Assignment. 6 3.3 Employees..................................................... 6 3.4
Further Consents to Assignment. If and to the extent the Baan Sellers 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 3.4, then after the Closing,
Further Consents to Assignment. As and to the extent the Xxxxx Xxxxxxx shall have failed 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 4.5, the Xxxxx Xxxxxxx will at or after the Closing cooperate with Norcross in any reasonable arrangement satisfactory to the parties designed to provide Norcross with the benefit of the North Safety Companies' rights under such item, including enforcement (at Norcross' expense) of any and all rights of the Xxxxx Xxxxxxx against such person as Norcross may reasonably request.
