Outstanding Consents. With respect to each Acquired Contract for which consent is required from a third party in connection with the consummation of the transactions contemplated hereby that has not been obtained prior to the Closing (each a “Post-Closing Consent”): the Buyer and the Seller Parties acknowledge and agree that during the period beginning on the Closing Date and ending at such time as the Post-Closing Consent is received (at which time such Acquired Contract shall automatically be assigned to Buyer without any further action of the parties hereto), (a) such Acquired Contract shall not be assigned to Buyer and shall be deemed to be an Excluded Contract; (b) the Parties shall work together in good faith and use commercially reasonable efforts to obtain such Post-Closing Consent; and (c) the Parties shall take all necessary action to provide to Buyer all of the economic benefits, liabilities, costs and expenses under any such Acquired Contract until such time as the Post-Closing Consent is obtained, or until such Acquired Contract expires or is terminated; provided, that, any actions taken pursuant to this Section 7.11 shall not involve any out-of-pocket payments by any of the Parties or any of their respective Affiliates in order to obtain such Post-Closing Consents. In connection with any such arrangements, Buyer and Seller will each abide by the terms and conditions set forth in the applicable Acquired Contract and, subject to the arrangement contemplated by this Section 7.11, will reimburse each other for payments made to or received from counterparties on behalf of each other pursuant to the terms of the applicable Acquired Contracts, will reasonably act to provide 4832-2222-1976\19 that the other party is put in the same economic position with respect to the Acquired Contract as if the relevant consent or other action had been obtained at the Closing. Notwithstanding the foregoing, nothing in this Section 7.11 shall be deemed to limit Buyer’s rights under the Closing conditions set forth in Section 8.2. Once a consent Post-Closing Consent is received Buyer and Seller will jointly prepare, execute and deliver in good faith such document(s), if any, as Buyer and Seller deem reasonably necessary to evidence the assignment of such Acquired Contract.
Outstanding Consents. Xxxxxxx agrees to use its reasonable commercial efforts to obtain the consents set forth on Schedule 3.1(e) hereto, none of which each of World Heart and Newco acknowledges have been obtained as of the date hereof.
Outstanding Consents. Edwards agrees to use its rxxxxxxxle commercial efforts to obtain the consents set forth on Schedule 3.1(e) hereto, none of which each of World Heart and Newco acknowledges have been obtained as of the date hereof.
Outstanding Consents. As of the Closing, the Shareholder has not obtained the third party consents, estoppels, nondisturbance agreements, landlord waivers, contract terminations and Encumbrance (UCC) terminations set forth on Exhibit 5.17 (collectively, the "Outstanding Consents"). With respect to the Outstanding Consents, PentaStar, the Acquiror and the Shareholder agree as follows: (a) the Closing shall occur even though the Outstanding Consents have not been obtained by the Closing; (b) it is the obligation of the Shareholder to obtain the Outstanding Consents, and neither PentaStar nor the Acquiror has waived the obligation of the Shareholder to obtain the Outstanding Consents and to indemnify and hold harmless PentaStar and the Acquiror from any Adverse Consequences which either of them may suffer resulting from, arising out of, relating to or caused by the failure of the Shareholder to obtain any such Outstanding Consent; and (c) the Shareholder shall obtain each Outstanding Consent as soon as practicable after Closing, with the provisions of Section 6.1(c) continuing to apply to such Outstanding Consents.
Outstanding Consents a. Oil and Gas Lease: Midland County, TX: Instrument #2013-9598; Lessor: Bank of America, N.A. and Xxxxxxx X. Xxxxx as Co-Trustees for the Allie Xxxxx Xxxxxxx Trust #2; Property Description S/120 acres of NW/4, Section 32, Block 36, T-1-S
Outstanding Consents. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection with the transactions contemplated by this Agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing.
Outstanding Consents. 1. An acceptance by the Planning Authority of the Environmental Management and Monitoring Plan covering the Project Works to be constructed in the planning application D27/12.
Outstanding Consents. Where consent of a third party is required to permit the assignment to the Corporation of the interest of the Vendor in any of the Contracts or Licences in the manner contemplated by this Agreement, and the Purchaser has waived the requirement, if any, for such consent to be delivered on Closing, any such assignment where the required consent has not been received on or before the Closing Date (a "retained asset") will not be effective in each case until the applicable consent has been received and such retained asset shall be held by the Vendor following the Closing in trust for the benefit and exclusive use of the Corporation. The Vendor shall only make use of such retained asset in accordance with the directions of the Corporation.
