If Consents Cannot be Obtained Sample Clauses

If Consents Cannot be Obtained. To the extent that the Consents referred to in Section 2.4.1 are not obtained by the applicable Seller, or until the impracticalities of assignment referred to therein are resolved, Sellers' sole responsibility with respect to such matters, notwithstanding Section 2.1.1, will be to use, during the twelve (12) month period commencing on the Closing Date, commercially reasonable efforts, at no out-of-pocket cost (i.e., costs paid to third parties) to Sellers, to: (i) provide to Buyer the benefits of any Deferred Item;
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If Consents Cannot be Obtained. To the extent that the Consents referred to in Section 2.6.1 are not obtained by the applicable Seller, or until the impracticalities of assignment referred to therein are resolved, such Sellers’ sole responsibility with respect to such matters, notwithstanding Section 2.1.2, will be to use, during the twelve (12) month period commencing with the Closing, commercially reasonable efforts, at no cost to Sellers, to: (i) provide to Buyers the benefits of any Deferred Item; (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyers, without incurring any financial obligation to Buyers; and (iii) enforce for the account of Buyers and at the cost of Buyers any rights of Sellers arising from any Deferred Item referred to in Section 2.6.1 against such issuer thereof or other party or parties thereto; provided, however, that any such efforts shall be made with the consent of Buyers. Notwithstanding the foregoing, Sellers’ obligations with respect to obtaining consents for the transfer of certain information technology licenses shall be subject to Section 6.11.5.
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If Consents Cannot be Obtained. To the extent and for so long as all Consents required for the assignment of any Nonassignable Contract shall not have been obtained by Seller after the Closing, at Purchaser's request in respect of Material Contracts, and in respect of all other contracts, Seller shall take such actions as directed by Purchaser to (i) provide to Purchaser the financial and business benefits of such Nonassignable Contract and (ii) enforce, at the request of Purchaser, for the account of Purchaser, any rights of Seller or any Subsidiary arising from any such Nonassignable Contract (including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser). Any contract for which Purchaser waives any required consent under Section 9.4(g) will be deemed to be a contract for which Purchaser has requested Seller to perform under the prior sentence. Notwithstanding the foregoing, Seller will not be required to incur any liability or pay any consideration in connection with the foregoing and Purchaser will promptly reimburse Seller for any cost or expense incurred in performing the Non-Assignable Contracts. If Purchaser does not so request Seller to take such actions in respect of a Material Contract, Purchaser will have no responsibility in respect of that Material Contract unless Seller obtains the requisite consent, in which case the Material Contract will be assigned to and assumed by Purchaser provided such contract is not modified. Following the Closing, Seller shall not terminate, modify or amend any Nonassignable Contract for which Purchaser is receiving the benefits under this Section 1.7 without Purchaser's prior written consent but shall do so upon Purchaser's request. The provisions of this Section shall survive Closing and do not affect the Excluded Liabilities with respect to such Non-Assignable Contracts.
Sample 1
If Consents Cannot be Obtained. In the event that Borrower or Borrower's Subsidiary, as the case may be, exerts reasonable commercial efforts to obtain the First Lienholder consents and the Lessor consents as contemplated by Section 2.7.3 or by this Section 2.7.4 but is unable to obtain one or more of such First Lienholder consents or Lessor consents, it is expressly understood and agreed that the failure to obtain a First Lienholder consent or a Lessor consent shall not under any circumstances constitute a Default or an Event of Default under this Agreement, nor shall Borrower be deemed to be in breach of this Agreement as a result thereof. In the event that the required Lessor consent and/or First Lienholder consent cannot be obtained by Borrower or Borrower's Subsidiary, as the case may be, with respect to a Mortgaged Property, then no Mortgage shall be placed on such Mortgaged Property, and Borrower shall notify Lender accordingly. If a Mortgage cannot be placed on at least the following Mortgaged Properties: the Dallas SpeedZone, the Xxxxxx Hills SpeedZone, any new Park and at least three of the remaining five Mortgaged Properties, then Borrower or Borrower's Subsidiary, as the case may be, shall exert reasonable commercial efforts to obtain and deliver to Lender a Mortgage on one or more of the alternate properties (collectively, the "ALTERNATE PROPERTIES" and individually, each an "ALTERNATE PROPERTY") more particularly described in Exhibit C attached hereto and incorporated herein by reference, which one or more Alternate Properties shall be designated by Lender. If Borrower or Borrower's Subsidiary, as the case may be, cannot obtain any required First Lienholder consent and/or Lessor consent within ninety (90) days following the date on which Lender designates the one or more Alternate Properties with respect to which a Mortgage is to be pursued, then no Mortgage shall be placed on such Alternate Properties, and Borrower shall notify Lender accordingly. Lender may then designate one or more remaining Alternate Properties with respect to which Borrower or Borrower's Subsidiary, as the case may be, shall exert reasonable commercial efforts to obtain a Mortgage, and the same procedures and requirements as set forth above shall apply. In the event Borrower is unable to obtain a Mortgage on the designated Alternate Properties, Borrower will use commercially reasonable efforts to provide such alternate collateral with reasonably comparable value that is acceptable to Lender in its sol...
Sample 1
If Consents Cannot be Obtained. To the extent and for so long as all Consents required for the assignment of any Nonassignable Contract shall not have been obtained by Seller prior to Closing, the Closing Date with respect to the Property affected by such Consent shall be deferred (unless Purchaser elects to proceed with Closing without such Consent), and Seller shall have a period of up to one hundred eighty (180) days from the scheduled Closing Date set forth in Section 9.1 to diligently pursue such Consent. In the event that Seller has not been able to obtain such Consent after the expiration of the one hundred eighty (180) day period, Purchaser shall have the right to elect: (i) to terminate this Agreement with respect to the Property associated with the Nonassignable Contract in accordance with Section 7.12 of this Agreement, (ii) to proceed with the Transfer of the Property associated with the Nonassignable Contract, in which case, Seller shall deliver an indemnity agreement to Purchaser at Closing (in a form and substance acceptable to Purchaser) which provides that Seller shall indemnify and hold harmless Purchaser Indemnitees in connection with all Claims associated with the Nonassignable Contract, or (iii) to further delay the Closing Date (in such increments as Purchaser may elect) with respect to the Property associated with the Nonassignable Contract until such time that Seller obtains the necessary Consent.
Sample 1

Related to If Consents Cannot be Obtained

  • No Consents Required No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

  • No Consents, Etc Neither the respective businesses or properties of the Borrower or any Subsidiary, nor any relationship among the Borrower or any Subsidiary and any other Person, nor any circumstance in connection with the execution, delivery and performance of the Loan Documents and the transactions contemplated thereby, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person on the part of the Borrower as a condition to the execution, delivery and performance of, or consummation of the transactions contemplated by the Loan Documents, which, if not obtained or effected, would be reasonably likely to have a Material Adverse Effect, or if so, such consent, approval, authorization, filing, registration or qualification has been duly obtained or effected, as the case may be.

  • Consents Required A complete list of all agreements wherein consent to the transaction herein contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or subsequent to closing, or where consent to an acquisition, consolidation, or sale of all or substantially all of the assets is required to avoid a default thereunder. (Schedule F.)

  • Effect of Consents After an amendment, supplement, waiver or other action becomes effective as to any series of Securities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder and every subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

  • All Consents Required All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • No Consent or Approval Except as expressly provided in this Agreement, no consent or approval is required by any other Entity in order for it to carry out the provisions of this Agreement.

  • No Governmental Consent or Approval Required No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Agreement or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Celgene Shares, except exemptive filings under applicable securities laws, which are not required to be made until after the Closing and which shall be made on a timely basis.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

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