Notices and Requests for Consents Sample Clauses

Notices and Requests for Consents. (1) The Sellers shall use its commercially reasonable efforts to obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Material Contracts that are listed in Section 5.6 of the Disclosure Letter as a result of the consummation of the transaction contemplated hereby. Subject to Section 5.12, such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall co-operate in obtaining such consents, approvals and waivers; provided that, subject to its obligations under Section 5.12, the Purchaser shall not be required to enter into or grant any guaranty, security or other assurance to any counterparty to any such Lease or Contract in order to obtain such consent, approval or waiver. (2) The Sellers shall use its commercially reasonable efforts to provide or cause to be provided all notices that are required by the terms of the Material Contracts to which any Purchased Company is a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, co-operate with the Purchaser in the drafting and delivery of such notices.
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Notices and Requests for Consents. (1) Each Vendor shall use its commercially reasonable efforts to obtain, or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Contracts to which any Purchased Corporation is a party in order to complete the transactions contemplated by this Agreement and the Additional Share Transactions, including the consents, approvals and waivers described in Section 3.1(d) of the Disclosure Letter. Such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall reasonably co-operate in obtaining such consents, approvals and waivers. (2) Each Vendor shall provide or shall cause to be provided all notices (in form and substance acceptable to the Purchaser, acting reasonably) that are required by the terms of the Contracts to which any Purchased Corporation is a party in connection with the transactions contemplated by this Agreement and the Additional Share Transactions.
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Notices and Requests for Consents. (1) The Vendors shall obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of leases and the Contracts to which either Purchased Corporation is a party in order to complete the transactions contemplated by this Agreement. Such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall, at the expense of the Vendors, reasonably co-operate in obtaining such consents, approvals and waivers.
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Notices and Requests for Consents. (1) The Vendors shall use its commercially reasonable efforts to obtain, prior to Closing, all consents, approvals and waivers that are required by the terms of the Leases (excluding the Excluded Lease) and the Contracts to which the Vendors is a party in connection with the Purchased Assets in order to assign any contract or to complete any of the other transactions contemplated by this Agreement. (2) The Vendors shall use its commercially reasonable efforts to obtain, prior to Closing, all consents, approvals and waivers that are required by applicable Laws governing privacy and the protection of personal information, including PIPEDA, in connection with the due diligence investigation, negotiations, preparation, execution and performance of this Agreement and the transactions contemplated by it. (3) The consents, approvals and waivers in (1) and (2) will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser will cooperate in obtaining such consents, approvals and waivers. (4) The Vendors shall use its commercially reasonable efforts to provide or cause to be provided all notices that are required by the terms of the Leases (excluding the Excluded Leases) and the Contracts to which the Vendors is a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, cooperate with the Purchaser in the drafting and delivery of such notices.
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Notices and Requests for Consents. Purchaser
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Notices and Requests for Consents. (1) The Corporation shall use commercially reasonable efforts to obtain or cause to be obtained prior to the Initial Closing, all consents, approvals and waivers that are required by the terms of Contracts to which any Coinsquare Corporation is a party in order to complete the transactions contemplated by this Agreement, including the consents, approvals and waivers described in Section 4.1(e) of the Disclosure Letter. Such consents, approvals and waivers will be upon such terms as are acceptable to the Investor, acting reasonably. The Investor shall, at the expense of the Corporation, reasonably co-operate in obtaining such consents, approvals and waivers. (2) The Corporation shall provide notices (in form and substance acceptable to the Investor, acting reasonably) that are required by the terms of the Contracts to which any Coinsquare Corporation is a party in connection with the transactions contemplated by this Agreement.
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Notices and Requests for Consents. (1) The Vendor shall use her best efforts to obtain or cause to be obtained prior to Closing, all consents, approvals and waivers that are required by the terms of the Lease and the Contracts to which the which the Corporations are a party in order to complete the transactions contemplated by this Agreement, including the consents, approvals and waivers described in Schedule 3.1(d). Such consents, approvals and waivers will be upon such terms as are acceptable to the Purchaser, acting reasonably. The Purchaser shall co-operate in obtaining such consents, approvals and waivers. (2) The Vendor shall use her best efforts to provide or cause to be provided all notices that are required by the terms of the Lease and the Contracts to which the Corporations are a party in connection with the transactions contemplated by this Agreement and shall, where requested by the Purchaser, co-operate with the Purchaser in the drafting and delivery of such notices.
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Related to Notices and Requests for Consents

  • Notices and Consents Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby.

  • Notices and Requests Any notice, consent or other communication ("Notice") required or permitted under this Agreement shall be in writing and signed by the proper authority and either: (i) delivered to the party at the address set forth below; (ii) deposited in the United States mail, registered or certified, return receipt requested, to the address set forth below; or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: Regional Public Transportation Authority 000 Xxxxx 0xx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxx, Chief Executive Officer) City of Tempe 000 Xxxx 0xx Xxxxxx Xxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxxx, Deputy Public Works Director) City Attorney City of Tempe 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000 X.X. Xxx 0000 Xxxxx, Xxxxxxx 00000 or at such other address, and to the attention of such other person or officer as any party may designate in writing by Notice duly given pursuant to this section. Notices shall be deemed received: (a) when delivered to the party; (b) five business days after being placed in the United States Mail, properly address, with sufficient postage; or (c) the following business day after being given to a recognized overnight delivery service, with the person giving the Notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a Notice is also given to the party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the Notice may be sent, is deemed to have received the Notice.

  • Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

  • Notices and Waivers Any notice or waiver to be given to any party hereto shall be in writing and shall be delivered by courier, sent by facsimile transmission or first class registered or certified mail, postage prepaid, return receipt requested.

  • Notices, Consents, Etc The Custodian shall deliver to the Funds, in the most expeditious manner practicable, all notices, consents or announcements affecting or relating to Securities held by the Custodian on behalf of the Funds that are received by the Custodian, and, upon receipt of Proper Instructions, the Custodian shall execute and deliver such consents or other authorizations as may be required.

  • Proxies, Notices, Etc Promptly to deliver or mail to the Fund all forms of proxies and all notices of meetings and any other notices or announcements affecting or relating to securities owned by the Fund that are received by the Custodian, and upon receipt of proper instructions, to execute and deliver or cause its nominee to execute and deliver such proxies or other authorizations as may be required. Neither the Custodian nor its nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto (except as otherwise herein provided) unless ordered to do so by proper instructions.

  • Payments for Consent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

  • A5 Notices Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned.

  • ERISA Notices and Requests Furnish Agent with immediate written notice in the event that (i) any Borrower or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) any Borrower or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Borrower or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Borrower or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) any Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Borrower or any member of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (ix) any Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan.

  • Reports, Notices and Demands Any report, notice, demand or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Capital Securities, to such Holder as such Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of Common Securities or the Depositor, to Xxxxxx Xxxxxxx, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Office of the Secretary, facsimile no.: (000) 000-0000 or to such other address as may be specified in a written notice by the Depositor to the Property Trustee. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or other communication to or upon the Depositor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Depositor. Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Property Trustee, the Delaware Trustee, the Administrators, or the Issuer Trust shall be given in writing addressed (until another address is published by the Issuer Trust) as follows: (a) with respect to the Property Trustee to The Bank of New York, 000 Xxxxxxx Xxxxxx, Floor 8 West, New York, NY 10286, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee to The Bank of New York (Delaware), Xxxxx Xxxx Xxxxxx, Route 273, Newark, Delaware 19711, Attention: Corporate Trust Administration; and (c) with respect to the Administrators, to them at the address above for notices to the Depositor, marked “Attention: Office of the Secretary.” Such notice, demand or other communication to or upon the Issuer Trust, the Property Trustee or the Administrators shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or such Administrator.

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