Obtaining of Consents. (a) As soon as possible after the date hereof, each party shall (i) cooperate with the other to make all necessary filings, including without limitation, filings under the HSR Act and equivalent foreign laws and regulations, and (ii) use commercially reasonable efforts to make all other necessary filings with all governmental bodies or other regulatory authorities to obtain licenses, permits, approvals, authorizations and consents of all third parties required for the sale, assignment or transfer to Purchaser of any of the Purchased Assets or the consummation of any of the transactions contemplated by this Agreement.
(b) Seller shall bear the cost of complying with or obtaining the consent to or approval of the transactions contemplated hereby of any governmental or other third party, including without limitation, any such approval or consent required by any safety, health, environmental or other applicable law or regulation. Each party hereto shall provide to the other party such information as the other party may reasonably request in order to enable it to prepare such filings. Each party hereto shall also use its respective commercially reasonable efforts to expedite any governmental or other third party review and to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable; provided, than neither Purchaser nor any of its affiliates shall be required to dispose of any assets in connection with the obtaining of any consent, approval, license or Permit.
Obtaining of Consents. All consents, approvals and --------------------- agreements of other parties or governmental authorities which are necessary to the effective consummation of the transactions contemplated by this Agreement or to avoid a default under an instrument or document to which any party hereto is a party or by which it may be bound shall have been obtained, except where the failure to obtain such consents, approvals or agreements, individually or in the aggregate, would not have a Material Adverse Effect on the Labtec Corporations, taken as a whole, or the Spacetec Corporations, taken as a whole.
Obtaining of Consents. Each Dealer agrees that it will obtain, and that the Issuer shall have no responsibility for obtaining, any consent, approval or permission required for the purchase, offer, sale or delivery of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which any subscription, offer, sale or delivery or distribution of the Information Memorandum or any other document is made, except for the invocation of the exemption under Section 106C and/or Section 106D of the Companies Act for the offer of the Notes in Singapore, which shall, and the Issuer hereby agrees that such invocation shall, be the responsibility of the Issuer.
Obtaining of Consents. 11 7.3 Actions of Seller and Conduct of Business........................12 7.4
Obtaining of Consents. The Seller shall use commercially reasonable efforts to deliver, at or prior to the Closing, the necessary consents to the assignment to the Purchaser of the Leases and the Material Contracts as contemplated herein. If, notwithstanding such efforts, the Seller is unable to obtain any of such consents, the Seller shall not be liable to the Purchaser for any breach of covenant, provided that nothing contained herein shall affect any condition precedent to the Purchaser’s obligation to complete the transactions contemplated hereby referred to in Section 9.02(a). For the purposes hereof, the Seller shall not be required to pay any monies or give any other consideration in order to obtain any consent other than the expenses of the Seller (including the fees and disbursements of Seller’s counsel) in obtaining such consents. If, following Closing, any of the consents referred to in this Section 6.10 has not been obtained, the Seller shall (a) continue for six (6) months after the Closing to use commercially reasonable efforts as requested by the Purchaser from time to time in order to attempt to obtain any such consent and (b) hold any assets, rights or interests intended to be included in the Purchased Assets in respect of which such consents have not been obtained in trust for the benefit of the Purchaser and take any and all action with respect thereto as the Purchaser may reasonably direct for the Purchaser’s account and benefit.
Obtaining of Consents. In connection with the obtaining of any consent or approval to the assignment of any Material Contract to Buyer, Management Stockholders shall use all reasonable commercial efforts to do, or procure to be done, all such further acts and things and execute or procure the execution of all such other documents as may be reasonably required by the relevant counterparty, from whom any such consent or approval is being sought, in order for any such consent or approval to be given.
Obtaining of Consents. The Consents on Schedule 4.2 shall have been obtained.
Obtaining of Consents. (a) Seller and Stockholder shall use all best efforts to obtain all necessary consents and approvals from third parties necessary to transfer, assign and convey the Assets to Buyer and to vest in Buyer good and marketable title thereto.
(b) Without limiting the foregoing, Seller agrees as follows with respect to all brokerage accounts that are to be transferred to Buyer pursuant to Section 1.1:
(i) Seller shall waive all cancellation, termination, transfer and exit fees and charges arising from the transfer of any customer account pursuant to this Agreement, to the extent permitted by law, including any IRA, Keogh, SEP or other retirement account, and to the extent that xny such fees or charges are assessed by third parties, Buyer shall pay such fees and charges; and
(ii) Seller shall, to the extent necessary and permitted under applicable law and the relevant agreements, appoint Buyer (or any entity designated by Buyer) as successor trustee or custodian with respect to any IRA, Keogh, SEP or other retirement accounts transferred to Xxyex xxxsuant to this Agreement.
Obtaining of Consents. In connection with the obtaining of any consent or approval to the assignment of any Contract to Buyer, Seller shall use all reasonable commercial efforts to do, or procure to be done, all such further acts and things and execute or procure the execution of all such other documents as may be reasonably required by the relevant counterparty, from whom any such consent or approval is being sought, in order for any such consent or approval to be given.
Obtaining of Consents. Etc. Seller shall use reasonable good faith efforts to: (a) Obtain such governmental, regulatory and other third-party consents, approvals, amendments of agreements and assignments of leases, if any, as may be necessary to carry out the transactions contemplated in this Agreement; (b) take all actions necessary to satisfy the preconditions to Closing; and (c) cooperate fully with CRC in promptly seeking to obtain such authorizations, consents, orders and approvals as may be necessary for the performance of its obligations pursuant to this Agreement.
