Third Party Consent. If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.
Third Party Consent. Linx shall (i) have obtained the respective third-party consents of its agreements currently in force and there will not be obligations, involving R$ 50,000,000.00 (fifty million reais) or more, individually or in the aggregate that may have declared their early termination (or other incident penalties) due to the Merger of Shares (“Obligations Subject to Early Termination”); or (ii) have liquidated all its Obligations Subject to Early Termination; or (iii) have a cash representing 100% (one hundred per cent) of the necessary amount to liquidate all the Obligations Subject to Early Termination (including any incident penalties);
Third Party Consent. Notwithstanding anything to the contrary contained in this Agreement, if any enforceable term of any promissory note, contract, agreement, permit, lease, license (including any License) or other General Intangible included as a part of the Collateral requires the consent of the Person obligated on such promissory note or any Person (other than the applicable Grantor) obligated on such lease, contract or agreement, or which has issued such permit or license or other General Intangible (i) for the creation, attachment or perfection of the Lien of this Agreement in such Collateral or (ii) for the assignment or transfer thereof or the creation, attachment or perfection of such Lien not to give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or other remedy thereunder, then the receipt of any such necessary consent shall be a condition to any exercise of remedies against such Collateral under this Section 6.01 (but not to the creation, attachment or perfection of the Lien of this Agreement as provided herein).
Third Party Consent. No authorization, consent, or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by PURCHASER in connection with the execution, delivery, or performance of this Agreement or the transfer of the Shares, or if any such is required, PURCHASER will have or will obtain the same prior to Closing.
Third Party Consent. To the extent that any Real Property Lease, Assumed Contract or License is not assignable pursuant to the Bankruptcy Code or otherwise without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a violation or breach thereof or a default thereunder. Seller shall make reasonable efforts (including without limitation, prosecution of appropriate motions pursuant to Section 365 of the Bankruptcy Code) to obtain the consent by such other party to the assignment to Purchaser of any such Real Property Lease, Assumed Contract or License in all cases in which such consent is required if such Real Property Lease, Assumed Contract or License is marked with an asterisk on Schedule 2.01(a)(iv). In this regard, Seller shall be required to pay the following (but not more than the following): nominal expenses to obtain any necessary consents plus amounts required to cure any defaults under the Real Property Lease, Assumed Contract or License in question. If any such consent is not obtained, Seller shall cooperate with Purchaser in any reasonable arrangement (an "Alternative Arrangement") designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Real Property Lease, Assumed Contract or License, including enforcement at the cost and for the account of Purchaser of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Solely with respect to any consents that are listed in Schedule 7.05 and are not obtained (and not with respect to any other consents that are not obtained), any incrementally higher costs (excluding professional fees) associated with Alternative Arrangements, as compared with the aggregate costs that would have been incurred under the applicable Real Property Leases, Assumed Contracts or Licenses had the consents been obtained, shall be paid by Seller up to a $250,000 maximum aggregate payment obligation. At or prior to Closing, Seller shall cause any breach of any Real Property Lease, Assumed Contract or License to be cured, waived or deemed waived and this $250,000 limitation shall not apply to such cure obligations; provided, however, that any payments necessary to cure any such Real Property Lease, Assumed Contract or License may be paid by Seller at the "Distribution Date" as defined in the Plan. If a...
Third Party Consent. The IFM Overseas shall be responsible to obtain any requisite third party consent required for the execution, delivery and performance of this Agreement within 60 days after the execution of this Agreement.
Third Party Consent. GameSquare shall have received all necessary third party consents, waivers, approvals, authorizations, and notices required to consummate the transactions contemplated hereby, including, without limitation, those set forth on Section 6.2(f)] of the GameSquare Disclosure Letter, in each case, in a form reasonably satisfactory to Engine Gaming.
Third Party Consent. The execution, delivery and performance by it of this Agreement and the consummation of the Transaction do not and will not require any consent, approval or action by or notification to any Person.
Third Party Consent. If the obligation of any party under this Agreement is dependent on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, Abbott and Hospira shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, Abbott and Hospira shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected Transferred Employees.
Third Party Consent. This Agreement and this Agreement may not be modified or changed without the prior written consent of Maxim Group LLC, as representative of the Underwriters.
