Provision of Benefits of Certain Contracts Sample Clauses

Provision of Benefits of Certain Contracts. If, as of the Effective Time, Seller is unable to obtain any consent to the assignment of Seller's interest in a Material Contract or a Material Lease, or if Purchaser is unable to enter into a new contract with respect to an Excluded Multi-Facility Contract, until such consent is obtained or a new contract is obtained by Purchaser prior to or following the Closing (Seller shall use reasonable commercial efforts to cooperate with Purchaser's efforts to obtain any such consent or new contract prior to or following the Closing), Seller shall use reasonable commercial efforts to provide Purchaser the benefits of any such Material Contract or Material Lease and the applicable Hospital's portion of any Excluded Multi-Facility Contract selected by Purchaser, cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and allow Purchaser to directly enforce such Material Contract or Material Lease against the applicable third parties thereto. Purchaser shall use reasonable commercial efforts to perform, on behalf of Seller, the obligations of Seller thereunder or in connection therewith arising on and after the Effective Time, if Seller has previously obtained (or Purchaser will obtain) any benefits thereunder, but only to the extent that such action would not result in a material default thereunder or in connection therewith and such obligation would have been, in the case of an Excluded Multi-Facility Contract, an obligation of Purchaser had it entered into a new contract on substantially similar terms.
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Provision of Benefits of Certain Contracts. If, as of the Effective Time, Seller has not obtained a required consent to the change of control and transfer of a Contract or Lease, or the Partnership or the Company is unable to enter into a new third party contract with respect to such Contract or Lease, until such consent is obtained or a new third party contract is obtained, Seller shall provide the Partnership or the Company, as applicable, the benefits of such Contract or Lease and cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Partnership or the Company and shall indemnify and hold harmless Purchaser and its Affiliates for and against any and all damages as a result, directly or indirectly, of the failure to obtain any such approval or consent if any such Contract or Lease states that it is not transferable without such Party’s consent. Purchaser agrees to cause the Partnership and the Company to use reasonable commercial efforts to perform, on behalf of Seller, the obligations of the Partnership or the Company under such Contract or Lease or in connection therewith, but only to the extent that such action would not result in a material default under the applicable Contract or Lease and such obligation would have been an obligation of the Partnership or the Company had it received consent to the transfer of such Contract or Lease or had entered into a new third party contract on substantially similar terms as the applicable Contract or Lease.
Sample 1
Provision of Benefits of Certain Contracts. If, as of the Effective Time, the Shareholders have not obtained a required consent to the assignment or transfer of a Contract to Purchaser or Purchaser is unable to enter into a new third party contract with respect to such Contract, until such consent is obtained or a new third party contract is obtained, the Shareholders shall use reasonable commercial efforts to provide Purchaser the benefits of such Contract and cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser. Purchaser shall use reasonable commercial efforts to perform, on behalf of the Company, the obligations of the Company under such Contract or in connection therewith, limited to those obligations of the Company thereunder, but only to the extent that such action would not result in a material default under the applicable Contract and such obligation would have been an obligation of Purchaser had it received consent to the assignment of such Contract or had entered into a new third party contract on substantially similar terms as the applicable Contract.
Sample 1
Provision of Benefits of Certain Contracts. If, as of the Effective Time, Seller has not obtained a required consent to the assignment of a Material Contract to Purchaser which is intended to be assumed by Purchaser as an Assumed Obligation, or Purchaser is unable to enter into a new third party contract with respect to such Material Contract, until such consent is obtained or a new third party contract is obtained, Seller shall use reasonable commercial efforts to provide Purchaser the benefits of such Material Contract only with respect to the Hospital and cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser. Purchaser shall use reasonable commercial efforts to perform, on behalf of Seller, the obligations of Seller under such Material Contract or in connection therewith, limited to those obligations of the Hospital thereunder, but only to the extent that such action would not result in a material default under the applicable Material Contract and such obligation would have been an obligation of Purchaser had it received consent to the assignment of such Material Contract or had entered into a new third party contract on substantially similar terms as the applicable Material Contract.
Sample 1
Provision of Benefits of Certain Contracts. If, as of the Effective Time, Purchaser is unable to enter into a new third party contract with respect to an Excluded Contract designated by Purchaser, until such new third party contract is obtained Seller shall use reasonable commercial efforts to provide Purchaser the benefits of the designated Excluded Contract only with respect to the Hospital and cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser. Purchaser shall use reasonable commercial efforts to perform, on behalf of Seller, the obligations of Seller thereunder or in connection therewith, limited to those obligations of the applicable Hospital thereunder, but only to the extent that such action would not result in a material default under the applicable Excluded Contract and such obligation would have been an obligation of Purchaser had it entered into a new third party contract on substantially similar terms as the applicable Excluded Contract.
Sample 1
Provision of Benefits of Certain Contracts. If, as of the Effective Time, the parties are unable to obtain any consent to the assignment of Seller’s interest in a Contract or a Lease and until such consent or a new contract in the name of Purchaser is obtained, Seller shall use reasonable commercial efforts to provide Purchaser the benefits of any such Contract or Lease, cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser, and allow Purchaser to directly enforce such Contract or Lease against the applicable third parties thereto.
Sample 1

Related to Provision of Benefits of Certain Contracts

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

  • Termination of Certain Covenants The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

  • Absence of Certain Company Control Person Actions or Events To the Company’s knowledge, none of the following has occurred during the past five (5) years with respect to a Company Control Person:

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Certain Benefits Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any such plan.

  • Incorporation of Certain Provisions The provisions of Sections 9.01, 9.07, 9.09 and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth herein.

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