Inability to Obtain Novation Sample Clauses

Inability to Obtain Novation. If Vishay or VPG is unable to obtain, or to cause to be obtained, any such required agreement, instrument, Consent, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicable, the applicable member of the Vishay Group or the VPG Group, as applicable, shall continue to be bound by such Contracts and other obligations and Liabilities and, unless not permitted by Applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, shall, as agent or subcontractor for the other or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of the other’s Group thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Group. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreement, instrument, Consent, release, substitution or amendment shall be obtained or such Contract or other obli...
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Inability to Obtain Novation. If Seller or Buyer is unable to obtain, or to cause to be obtained, any such required novation, consent, approval, release, substitution or amendment, the applicable Person shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement), Buyer shall, as agent or subcontractor for Seller or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of Seller or such other Person, as the case may be, thereunder from and after the date hereof. Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any other member of Parent Group in respect of such performance. If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Seller shall thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Buyer without payment of further consideration and Buyer shall, without the payment of any further consideration, assume such rights and obligations.
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Inability to Obtain Novation. If MRV or Luminent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Luminent shall, as agent or subcontractor for MRV or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of MRV or such other Person, as the case may be, thereunder from and after the date hereof. MRV shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, MRV shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent without payment of further consideration and Luminent shall, without the payment of any further consideration, assume such rights and obligations.
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Inability to Obtain Novation. In the event that Millipore is unable to ---------------------------- obtain, or to cause to be obtained, any required consent, approval, release, substitution or amendment referred to in Subsection 2.7.2 above, the applicable member of the Millipore Group shall continue to be bound by such agreements, leases, licenses and other obligations and shall, as agent or subcontractor for MMI, pay, perform and discharge fully, or cause to be paid, performed or discharged all of such non- novated obligations or other Liabilities of Millipore for the benefit and at the risk of MMI, thereunder from and after the date hereof. Millipore shall, without further consideration, pay and remit, or cause to be paid or remitted, to MMI or the appropriate Subsidiary, as the case may be, promptly all money, rights and other consideration received by it or any member of the Millipore Group in respect of such performance. In the event that such performance requires the expenditure of funds by Millipore, then the amount of such expenditure by Millipore shall be deemed to be a Liability subject to indemnification by MMI pursuant to Section 7.2(i) of the Separation Agreement. If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Millipore shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of the Millipore Group to MMI without payment of further consideration and MMI shall, without the payment of any further consideration, assume such rights and obligations.
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Inability to Obtain Novation. If M&I or Metavante is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the M&I Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, or any other express agreement of the parties), Metavante shall, as agent or subcontractor for M&I or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of M&I or such other Person, as the case may be, thereunder from and after the date hereof. M&I shall, without further consideration, pay and remit, or cause to be paid or remitted, to Metavante or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of the M&I Group in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, M&I shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of the M&I Group to Metavante without payment of further consideration and Metavante shall, without the payment of any further consideration, assume such rights and obligations.
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Inability to Obtain Novation. If the parties are unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the Partnership shall continue to be bound by such agreements, leases, licenses and other obligations and, unless prohibited by law or the terms thereof (except to the extent expressly set forth in this Agreement), New Tality shall, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of the Partnership, thereunder from and after the date hereof. Partnership shall, without further consideration, pay and remit, or cause to be paid or remitted, to New Tality promptly all money, rights and other consideration received by it in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Partnership shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder to the New Tality without payment of further consideration and the New Tality shall, without the payment of any further consideration, assume such rights and obligations.
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Inability to Obtain Novation. If the Company and Corgenix U.K. Ltd. are unable to obtain, or to cause to be obtained, any required consent, approval, release, substitution or amendment allowing any Distributorship Agreement to be assigned or transferred to, or managed by, Elitech UK Limited, then the Company or Corgenix U.K. Ltd., as the case may be, will continue to be bound by such agreements and, unless otherwise prohibited by law or the terms thereof, Elitech UK Limited shall, as agent or subcontractor for the Company and Corgenix U.K. Ltd., as the case may be, pay, perform, and discharge fully, or cause to be paid, transferred or discharged, all the rights and obligations of the Distributorship Agreements from and after the closing of the Second Tranche. If an agency or subcontractor management relationship will not adequately address the needs of the Company, Corgenix U.K. Ltd., and Elitech UK Limited, then the Company, Corgenix U.K. Ltd., and Elitech UK Limited will in good faith structure a mutually acceptable arrangement to accomplish the intent of this Agreement. Under the circumstances contemplated by this Section 7.2, it is the intent of the parties that the Company and Corgenix U.K. Ltd. shall, without further consideration other than that delivered at the closing of the Second Tranche, deliver to Elitech UK Limited the value, net of tax obligations of the Company and/or Corgenix U.K. Ltd. on revenue generated (and net of the balance of any applicable foreign tax credits), of all rights and other consideration received by them in respect of operations under the Distributorship Agreements. If and when any such consent, approval, release, substitution or amendment shall be obtained or such Distributorship Agreements shall otherwise become assignable or able to be novated, each of the Company and Corgenix U.K. Ltd. shall thereafter assign, or cause to be assigned, all its rights and obligations thereunder to Elitech UK Limited without the payment of any further consideration, and Elitech UK Limited shall, without any further consideration, assume such rights and obligations, subject to Investor and Elitech’s indemnification obligations set forth in Section 7.3(A) below.
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Related to Inability to Obtain Novation

  • Inability to Obtain Authority The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

  • Inability to Supply In the event that PerImmune is unable to supply [***] of Progenics' purchase orders for two consecutive quarters, then PerImmune agrees to provide Progenics the right and license to use the relevant Know-how to manufacture or have manufactured KLH for use in producing Ganglioside Vaccine, and to fully cooperate with regulatory authorities to qualify Progenics and/or its designee as a manufacturer of KLH. In such event, at Progenics' request, PerImmune shall promptly disclose to Progenics all Know-how and information reasonably necessary to manufacture KLH and the parties shall mutually agree upon a reasonable schedule for gradually reducing the amount of KLH purchased by Progenics from PerImmune, until such time PerImmune is able to reasonably demonstrate the ability to supply Progenics with its requirements.

  • Inability to Pay Debts; Attachment (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • Inability to Pay Any Borrower or any Guarantor shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Inability to Determine Interest Rates If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

  • Inability to Determine Rates If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Inability to Determine LIBOR In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent manifest error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.

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