Party Consents. Upon the terms and subject to the conditions set forth in this Agreement, Parent or Seller shall use (and shall cause the Company to use) their reasonable best efforts to obtain any Consents required under any Contracts to which the Company is a party from third parties in connection with the consummation of the Transactions at or prior to the Closing. In connection therewith, Parent and Seller shall not, and shall cause the Company not to, without the prior written consent of Purchaser, (a) make any payment of a Consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of value, (b) materially amend, supplement or otherwise modify any such Contract or (c) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any third-party Consents; provided, however, that Purchaser may compel Parent or Seller to cause the Company to take any of the actions referred to in this sentence if such actions are only effective after the Closing. Parent and Seller shall (and shall cause the Company to) keep Purchaser reasonably informed regarding the process of obtaining such third-party Consents.
Party Consents. Buyer shall use all commercially reasonable efforts to obtain all required third-party consents. Buyer shall promptly notify Seller and Genco of any failure or prospective failure to obtain any such consents and, if requested by Seller or Genco, shall provide copies of all such consents obtained to Seller and Genco.
Party Consents. Any and all consents or waivers required from third parties relating to this Agreement, the Purchased Assets or any of the other transactions contemplated hereby shall have been obtained.
Party Consents. The receipt of all consents of third parties, including lenders, debentureholders, suppliers, customers, representatives, lessors and licensors as may be required for the consummation of the Complete Transaction.
Party Consents. Neither the nature of its business and the business of its Subsidiaries nor of any of their businesses or properties, nor any relationship between it or any Subsidiary and any other Person, nor any circumstance in connection with the issuance of the Promissory Note nor the performance by it of its other obligations under the Loan Documents, or the consummation of the transactions contemplated under the Loan Documents, as the case may be, is such as to require a consent, approval or authorization of, or notice to, or filing, registration or qualification with, any Governmental Authority or other Person on the part of it as a condition to the execution and delivery of this Agreement or any of the other Loan Documents or the issuance of the Promissory Note other than such consents, approvals, authorizations, notices, filings, registrations or qualifications which shall have been made or obtained on or prior to the Effective Date and such filings under Federal and state securities Laws which are permitted to be made after the Effective Date and which Holdings hereby agrees to file within the time period prescribed by applicable Law.
Party Consents. The Company shall have received duly -------------------- executed copies of all third-party consents and approvals required in connection with the transactions contemplated hereby.
Party Consents. To cooperate fully with each other in taking any actions which are or may be necessary to obtain the consent of any government instrumentality or any third party, including without limitation, the issuance of all necessary "Governmental Approvals" (as that term is defined below), and to otherwise accomplish the transaction contemplated by this Agreement; and
Party Consents. Supplier warrants that it has the full right, power and authority to perform the ASP Services required under this ASP Agreement without the consent of any third party; or, to the extent any consent is needed, Supplier warrants that such consent has been obtained or will be obtained prior to the performance of such ASP Services.
Party Consents. To the extent that SGI's rights under any agreement or other Asset that is assigned hereunder may not be assigned without the consent or approval of another person, including any governmental approval, which has not been obtained as of the date hereof, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and SGI shall use its reasonable efforts to obtain any such required consent or approval as promptly as possible. If any such consent or approval shall not be obtained or if any attempted assignment would be ineffective or impair Eagle's rights to the Asset in question so that Eagle would not in effect acquire the benefit of all such rights, SGI, to the maximum extent permitted by law, shall act after the date hereof
Party Consents. Except as otherwise provided herein, all third-party consents, assignments or approvals otherwise required for Buyer's assumption of any contracts, leases and agreements as are binding on Seller pursuant to the present terms of such contracts, leases and agreements. This provision shall not require Seller to undertake any extraordinary measures to secure any required third-party consents, assignments or approvals and shall not require Seller to pay for or to undertake any extraordinary measures or to institute litigation against any third-party failing to give such required consent, assignment or approval; however, if Seller fails to deliver any material covenant, assignment or approval required by this Paragraph 7.1
(a) Buyer shall have the absolute right to terminate this Agreement.
