Obtaining Consents and Approvals. In undertaking any Project Works, the NBT must obtain all necessary consents, approval and permits, including but not limited to:
(a) any consent or other approval required for demolition of any existing building or structure on the Property; and
(b) any building approval or licence including those which are required to be obtained from planning and/or local government in relation to the Project Works.
Obtaining Consents and Approvals. Subject to the provisions of Paragraph 2.13 hereof, Seller shall obtain any consents to the sale of or release of the Assets from any lien held by its lenders, and (b) all third party consents and approvals set forth on Exhibit14, other than those required of Buyer under Section 2.13 and Section 4.7 of this Agreement.
Obtaining Consents and Approvals. Each of the Parties hereto shall use commercially reasonable efforts to secure such consents, approvals, authorizations, and waivers, to obtain such permits, to make such filings, declarations and registrations and to give such notices as are required to satisfy the conditions contained in Sections 5.05 and 6.05 hereof.
Obtaining Consents and Approvals. (a) Subject to the terms and conditions herein provided, including, without limitation, as set forth in Section 5.2.2(c), Seller and Buyer each agree to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the other in connection with the foregoing, including using all reasonable efforts (i) to obtain any necessary waivers, consents and approvals from other parties to material leases and other contracts, (ii) to obtain all consents, approvals, and authorizations that are required to be obtained under any Applicable Law, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the transactions contemplated hereby, (iv) to effect all necessary registrations and filings including submissions of information requested by Governmental Authorities, and (v) to fulfill its closing conditions set forth in Article VIII of this Agreement. Seller and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the transactions contemplated hereby, to use their respective reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be.
(b) Each Party shall promptly notify the other Party of (i) any complaints, investigations, or hearings (or communications indicating that the same may be contemplated) from or by any Governmental Authorities with respect to the transactions contemplated hereby or (ii) the institution or the threat of litigation involving this Agreement or the transactions contemplated hereby.
(c) Notwithstanding the foregoing, nothing in this Agreement shall create an obligation of Seller to (x) lower or otherwise renegotiate the Purchase Price (y) take any action, corrective, remedial or otherwise, with respect to the Company, its Subsidiaries or the Business in order to make any representation or warranty accurate or (z) otherwise undertake any expense not normally undertaking in the ordinary course of the business consistent with past practices.
Obtaining Consents and Approvals. In the event that any payment of money or other consideration is required in connection with obtaining any of the consents, approvals, waivers or authorizations contemplated by Section 2.10, and Buyer determines that any such payment should be made, Buyer and Seller shall each pay 50% of such payment; provided, however, that neither Seller nor Buyer shall be required to pay more than $2,500,000, respectively, in the aggregate to obtain such consents, approvals, waivers or authorizations.
Obtaining Consents and Approvals. Buyer and Parent shall use all commercially reasonable efforts to obtain all governmental body and third party consents and approvals required by law or regulation or from any Person which is a party to a lease or other agreement or commitment with Buyer and which is required for Buyer to enter into this Agreement or necessary to complete the Contemplated Transactions.
Obtaining Consents and Approvals. The Vendor shall use commercially reasonable efforts to deliver, at or prior to the Closing Time, the Vendor’s Consents and Approvals referred to in Section 5.3.1(d). The Purchaser shall, at the Vendor’s request, promptly furnish the Vendor with copies of such documents and information with respect to the Purchaser, including financial information, as any of the Vendor may reasonably request in connection with obtaining any consent or approval contemplated by this Agreement.
Obtaining Consents and Approvals. Seller shall use all commercially reasonable efforts to obtain all governmental and third party consents and approvals, including without limitation Bankruptcy Court approval (subject to the Sale Procedure Order), HSR Act approval, EXECUTION DRAFT and satisfactory assignment of the Ore-Xxx Agreement and the Greenfield Lease, necessary to complete the transactions contemplated by this Agreement. With respect to Bankruptcy Court approval, the Seller shall assure that all necessary and appropriate parties receive proper notice of the sale to be approved by the Sale Order, including without limitation: (a) all creditors of the Seller (including persons with claims against the Seller that are disputed by the Seller), including all unsecured, priority, secured and administrative creditors; (b) all parties in interest; (c) all equity holders and members of the Seller; (d) all pension and benefit plan administrators; (e) all holders of/parties to executory contracts with the Seller; and (f) all appropriate governmental agencies and taxing authorities.
Obtaining Consents and Approvals. Sellers shall in good faith (but, in any event, in compliance with their fiduciary obligations as Debtors-in-Possession) seek the entry of the Bankruptcy Court Order, the Bidding Procedures Order and, subject to such Bidding Procedures Order, all such other consents, approvals, authorizations and waivers, to obtain such Permits, to make such filings, declarations and registrations and to give such notices as are reasonably required to satisfy the conditions contained in Sections 5.3 and 5.10 hereof; provided, however, that Sellers shall not be required to make any payments (other than payments required pursuant to the penultimate sentence in Section 2.4) to any third party to obtain such consents, approvals authorizations or waivers. Purchaser shall cooperate with Sellers with respect to obtaining the Bankruptcy Court Order (in accordance with Section 2.6) and provide such assistance as may be reasonably necessary in connection with the foregoing.
Obtaining Consents and Approvals. Sellers shall use reasonable and diligent efforts to obtain any governmental and third party consents and approvals necessary to complete the transactions contemplated by this Agreement.
