Service Limitations; Third Party Consents Sample Clauses

Service Limitations; Third Party Consents. 2.13.1 Notwithstanding anything to the contrary that may be set forth or implied elsewhere in this Agreement, (i) Service Provider shall not be required to provide (or continue to provide (including by way of extension under Section 2.12), as applicable) a Service to the extent the provision of such Service (or the continued provision of such Service (including by way of extension under Section 2.12), as applicable) by Service Provider would violate any applicable Law as a result of any change in applicable Laws (or the interpretation thereof) that are adopted or enacted after the Distribution Date, and (ii) Service Provider shall not be required to provide any Omitted Service, extend any Service or agree to modify the scope of any Service to the extent the taking of any such action is reasonably determined by Service Provider to be inadvisable in respect of qualifying the Distribution as a tax-free spin-off under Section 355 of the Code or otherwise qualifying the Transactions for Tax-Free Status (following consultation between Service Provider’s outside tax counsel that is delivering the Spin-Off Tax Opinion and Service Recipient’s outside tax counsel or as advised in writing (which may be by e-mail) by Service Provider’s outside tax counsel that is delivering the Spin-Off Tax Opinion); provided that in either such case Service Provider shall use its commercially reasonable efforts to implement (and Service Recipient will cooperate with Service Provider) a commercially reasonable alternative arrangement to provide the benefit of such Service to Service Recipient. 2.13.2 Service Provider shall use commercially reasonable efforts to obtain any consents from third-parties that Service Provider reasonably believes are necessary in order for Service Provider to provide the Services; provided, however, that Service Recipient shall be responsible for and shall pay or reimburse Service Provider for all costs, expenses, fees or charges incurred in connection with obtaining such required consents, to the extent incurred as a result of Services to be provided under this Agreement. In the event that Service Provider is unable to obtain any such consent, the Parties shall work together to agree upon, and Service Provider shall use its commercially reasonable efforts (and Service Recipient will cooperate with Service Provider) to implement, a commercially reasonable alternative arrangement, which, in the case of a real property lease, shall include the grant by Servic...
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Related to Service Limitations; Third Party Consents

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • 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.

  • Service Limitations The FCC requires that Provider provide E911 Service to all Customers who use Provider Services within the United States. Sections 13.2-13.8 apply to all Customers who use Provider Services within the United States. Section 13.9 applies to all Customers.

  • Conflicts; Consents of Third Parties (a) None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or bound or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSs. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

  • Xxxxx of License; Limitations The Engineer is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying “T”) on any deliverables prepared under this contract that are the property of the State. The Engineer may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the State and receives approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Disclosure Schedule.

  • Consents of Third Parties No vote, approval or consent of any holder of capital stock of the Company or any other third parties is required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except as previously obtained, each of which is in full force and effect.

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