Lease Consents. (a) CSC has provided or plans to provide prior to the Distribution Date any notice required to be delivered under each Lease Requiring Notice substantially in the form of Exhibit 2 attached hereto and has requested the Lease Consents by written notice substantially in the form of Exhibit 3 attached hereto to the Landlord with respect to each Lease Requiring Consent. Each such written notice for Lease Consents requests consent with respect to: (i) the assignment of the Lease by CSC or its applicable Subsidiary to Computer Sciences GS or its designated Subsidiary and (ii) to the extent required under the Lease, the change of affiliation and/or control of Computer Sciences GS that may occur in connection with the Distribution. CSC or its applicable Subsidiary shall use commercially reasonable efforts to obtain such Lease Consents.
(b) Computer Sciences GS shall cooperate as reasonably requested by CSC to obtain the Lease Consents. Neither CSC nor any of its Subsidiaries shall have any liability to Computer Sciences GS or any of its Subsidiaries arising out of, or relating to, the failure to obtain any Lease Consents or any default, loss of any rights or acceleration of any obligations under, or any termination of, any Lease Requiring Consent as a result of any failure to obtain any Lease Consents. If and to the extent that a Lease Requiring Consent provides the applicable Landlord the opportunity to recapture all or a portion of a leased premises due to a request for a Lease Consent and such Lease Requiring Consent permits a request to be withdrawn (or words of similar import) upon such Landlord’s election so to recapture, then, if Computer Sciences GS so requests in writing, CSC shall use commercially reasonable efforts to exercise such right to withdraw a request for Lease Consent.
(c) Computer Sciences GS shall use its commercially reasonable efforts to satisfy promptly, or cause its applicable Subsidiaries to use their commercially reasonable efforts to satisfy promptly, all of the requirements set forth in each Lease Requiring Consent and any other lawful and reasonable requirements of the Landlord in obtaining the Lease Consents, including, without limitation:
(i) if required by any Landlord with respect to any Lease Requiring Consent, entering into an agreement with such Landlord to assume, observe and perform the tenant’s obligations under such Lease Requiring Consent during the remainder of the term of such Lease Requiring Consent; and
(ii) if requir...
Lease Consents. Prior to the time at which Parent's designees shall constitute a majority of the members of the Board of Directors of the Company, the Company or its relevant Subsidiary shall obtain any consent necessary as a result of the execution, delivery, performance or consummation of this Agreement and the transactions contemplated hereby with respect to leases to which the Company or any of its Subsidiaries is a party or by which the assets or properties of the Company or any of its Subsidiaries is bound.
Lease Consents. If, with respect to any Property Transaction, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing by the Landlord or the Landlord does not respond to the request for such Lease Consent, Parent and SpinCo shall cooperate in good faith and use commercially reasonable efforts to determine (i) whether to continue to proceed with the Property Transaction; or (ii) how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each Party, the size of the applicable Property, the number of employees of each Party at the applicable Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each Party in the event any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Required Consent Lease, restructuring a proposed lease assignment to be a sublease and relocating one Party or entering the TSA. If the parties cannot agree in good faith as to the allocation of the applicable Property, such dispute shall be resolved in accordance with Article XI, Section 11.02 (Dispute Resolution) of the Separation Agreement.
Lease Consents. Prior to the Closing Date, the Company or its relevant Subsidiary shall obtain any consent necessary as a result of the execution, delivery, performance or consummation of this Agreement and the transactions contemplated hereby with respect to the leases set forth in Section 4.5(a) to the Company Disclosure Schedule. -45-
Lease Consents. Vialta will take or cause its applicable Subsidiary to take such commercially reasonable steps to obtain the Lease Consents as to each Relevant Lease, to wit:
3.2.1 if properly required by the Landlord, entering into an agreement with the relevant Landlord to observe and perform the tenant's obligations contained in the Relevant Lease throughout the remainder of the term of the Relevant Lease, subject to any statutory limitations of such liability;
3.2.2 if properly required by the Landlord, providing such additional guaranty, surety, deposit or other security in an amount equal to that stated in the Relevant Lease or in an amount consistent with those provided for comparable leases for comparable properties in the vicinity of the Leased Property, and otherwise take all commercially reasonable steps to meet the lawful, commercially reasonable, and fair market requirements of the Landlord, so as to ensure that the Lease Consents are obtained;
3.2.3 Vialta shall not be required to obtain a release of any obligation entered into by ESS Technology or its Subsidiary with any Landlord or other third party with respect to any Leased Property.
Lease Consents. The landlord of the Company's headquarters -------------- facility shall have consented to the Merger in accordance with the terms of applicable leases.
Lease Consents. The Partnership agrees that, to the extent any material real property lease that constitutes part of the Acquired Assets requires the consent of the lessor to transfer such lease to the applicable Partnership Entity in accordance with the Purchase and Sale Agreement or the Contribution Agreement and such consent has not been obtained on or before the Closing Date, the Partnership shall use its commercially reasonable efforts to cause the Parent Seller Entities to obtain such consent as promptly as practicable after the Closing Date.
Lease Consents. Consent of the lessor under the office leases designated as "Material Consent Leases" in Section 3.4 of FrontierVision's Disclosure Schedule shall have been obtained.
Lease Consents. The Company shall have delivered to Purchaser a written consent, in form and substance reasonably satisfactory to Purchaser, for each Lease set forth in Section 6.1(b) of the Company Disclosure Schedule pursuant to which consent is required in connection with the Transaction.
Lease Consents. Seller shall use commercially reasonable efforts to obtain the Lease Consents and deliver executed copies thereof at Closing, subject to Buyer’s obligation to cooperate in obtaining such consents as contemplated in Section 5.1(e). The Leased Real Properties subject to any Lease Consents for which no such consent is delivered at Closing shall be Excluded Properties, and such Excluded Properties shall be transferred to a Transferee prior to Closing and the Purchase Price shall be reduced in accordance with Schedule 6.5(b).
