Obtaining Consents to Assignments Sample Clauses

Obtaining Consents to Assignments. The Sellers shall use commercially reasonable efforts to obtain all the Consents, including the Third Party Consents, as shall be necessary to convey and assign to and vest in the Buyer all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Contract, Permit or other Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained as of the date hereof, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transaction shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Sellers shall use commercially reasonable efforts to obtain any such Consents as promptly as possible.
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Obtaining Consents to Assignments. The Seller shall use commercially reasonable efforts to obtain all the Seller Required Consents as shall be necessary to convey and assign to and vest in the Buyer all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Contract, Permit or other Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained by the Closing Date, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transactions shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Seller shall use commercially reasonable efforts to obtain any such Seller Required Consents as promptly as possible after the Closing Date. If the Seller Required Consents shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights under the instrument in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by Law and the instrument, shall act as the Buyer's agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the instrument, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer at no additional cost to the Seller for a period not to exceed twelve (12) months after the Closing Date. With respect to any supply Contract or arrangement pursuant to which the Seller currently obtains parts, supplies or other materials for use in the Funnoodle Product Line that, in spite of the Seller's commercially reasonable efforts, is not assigned to the Buyer by the Closing Date, the Seller shall allow the Buyer to purchase such parts, supplies or other materials subject to such Contract or arrangement (a) from the Seller at the Seller's cost; or (b) through the Seller, for the Funnoodle Product Line, until twelve (12) months after the Closing; and the Seller will resell to the Buyer and the Buyer will buy from the Seller all such materials and supplies at the price paid for same by the Seller.
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Obtaining Consents to Assignments. SatCon shall use its best efforts, --------------------------------- in good faith, to obtain consents to assign to the Bank all contracts and general intangibles for which a grant of a security interest therein is prohibited by contract.
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Obtaining Consents to Assignments. Seller shall use its best efforts to obtain all approvals, consents or waivers as shall be necessary to convey and assign to and vest in Buyer all of its right, title and interest in and to the Assets, including, without limitation, any claim, right, or benefit arising thereunder or resulting therefrom, as soon as practicable after the date hereof. To the extent that Seller's rights under any agreement, contract, commitment, lease (including, without limitation, the Facility Lease), license, permit, authorization or other Asset to be assigned to Buyer hereunder may not be assigned without the consent of another person, and such consent has not been obtained by the Closing Date, neither this Agreement nor any document executed by the parties hereto in connection with this Agreement shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful.
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Obtaining Consents to Assignments. The Licensor shall use commercially reasonable efforts to obtain all the Licensor Required Consents as shall be necessary to convey and assign to and vest in the Licensee all of its right, title and interest in and to the Assets, including, without limitation, any Claim, right or benefit arising thereunder or resulting therefrom, as soon as practicable. To the extent that rights under any Transferred Contract or other Assets to be assigned to the Licensee hereunder may not be assigned without the consent of another person, and such consent has not been obtained as of the date hereof, neither this Agreement nor any document executed by the parties hereto in connection with the Contemplated Transactions shall constitute an agreement to assign the same if any attempted assignment would constitute a breach thereof or would be unlawful, and the Licensor shall use commercially reasonable efforts to obtain any such Licensor Required Consents as promptly as possible. In the event that the Licensor fails to obtain any Licensor Required Consents, the Licensor agrees to appoint the Licensee as its agent to provide all services obligations in connection with each such Transferred Contract, on behalf of the Licensor, until the earlier of: (i) the obtaining of a Licensor Required Consent; or (ii) the termination of the Transferred Contract. Any fees received by the Licensor with respect to such Transferred Contracts that are with respect to events or periods that occur on and after the Effective Date, shall be paid by Licensor to Licensee.
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Related to Obtaining Consents to Assignments

  • Consents to Assignment Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof. If a Deferred Consent is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, then, in each such case, (a) the Deferred Item shall be withheld from sale pursuant to this Agreement without any reduction in the Purchase Price, (b) from and after the Closing, Sellers and Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, and (c) until such Deferred Consent is obtained, Sellers and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under the Deferred Item to which such Deferred Consent relates (with Buyer entitled to all the gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or Permit, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder on a prompt and punctual basis.

  • Necessary Consents No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) the filing of the Prospectus/Joint Proxy Statement with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the effectiveness of the Registration Statement, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and satisfaction of such other requirements of the comparable applicable laws of other jurisdictions, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country, and (v) such other consents, orders, authorizations, filings, declarations, approvals and registrations which if not obtained or made would not be material to the Company or the Surviving Entity or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

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