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.
Third Party Consents. As soon as practicable following the date hereof, Parent and Company will each use its commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its subsidiaries' respective agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby.
Third Party Consents. To the extent that any Assumed Contract, Intellectual Property or Registration is not assignable 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 breach thereof or a default thereunder. Seller and Buyer shall each use commercially reasonable efforts to obtain the consent of [****]*, to the extent required, for the assignment of any Assumed Contracts to which it is a party. Seller shall use its commercially reasonable efforts to obtain any and all consents necessary for the effective assignment to and assumption by Buyer of the Assumed Contracts, the Intellectual Property, the Registrations and the Assumed Liabilities, including the Third Party Consents set forth on Attachment 4.2(a) hereto and the consents set forth on Schedule 6.3 of the Disclosure Schedule. All such consents shall be in writing and executed counterparts thereof shall be delivered promptly to Buyer. If any such consent shall not be obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned * Certain information on this page has been omitted and filed separately with the Sec. Confidential treatment has been requested with respect to the omitted portions. to Buyer under the relevant Assumed Contract, Intellectual Property or Registration, including enforcement at the cost and for the account of Buyer 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. If and to the extent that such arrangement cannot be made, Buyer shall have no obligation pursuant to Section 2.3 or otherwise with respect to any such Assumed Contract, Intellectual Property or Registration. The provisions of this Section 2.7 shall not affect the right of Buyer not to consummate the transactions contemplated by this Agreement if the condition to its obligations hereunder contained in Section 9.1 has not been fulfilled.
Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on Exhibit G and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).
Third Party Consents. To the extent that rights of Seller or any Affiliate of Seller under any Contract or Governmental Authorization constituting a Transferred Asset, may not be assigned to Purchaser without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller or its Affiliate shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. The expenses incurred by Seller and its Affiliate(s) to obtain any such consent(s) shall be borne by Seller. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser or its Affiliates’ rights under the Transferred Asset in question so that Purchaser or an Affiliate of Purchaser would not in effect acquire the benefit of all such rights, Seller shall (or cause its Affiliate to), to the maximum extent permitted by Legal Requirement and the Transferred Asset, (i) act after the Closing as Purchaser’s agent in order to obtain for it the benefits thereunder; and (ii) cooperate with the Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser or its Affiliate; provided, that to the extent such benefits are provided to Purchaser or any Affiliate of Purchaser, Purchaser shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or an Affiliate of Seller on or prior to the Closing.
Third Party Consents. To the extent that the Seller’s rights under any Contract, License or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to the Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at its expense, shall use its best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as the Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with the Buyer in any other reasonable arrangement designed to provide such benefits to the Buyer. Notwithstanding any provision in this Section 1.5 to the contrary, the Buyer shall not be deemed to have waived its rights under Section 4.2.3 hereof unless and until the Buyer provides written waivers thereof.
Third Party Consents. The Fund shall have received evidence, in form and substance reasonably satisfactory to it, that those approvals or consents of third parties set forth in Section 3.3(b) of the Company Disclosure Schedule, if any (or not described in Section 3.3(b) of the Company Disclosure Schedule but required to be so described) have been obtained, except where failure to have been so obtained, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
Third Party Consents. All consents or approvals of all persons, other than Governmental Authorities, required for or in connection with the execution, delivery and performance of this Agreement and the consummation of the Merger shall have been obtained and shall be in full force and effect, unless the failure to obtain any such consent or approval is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Third Party Consents. Pubco will have received duly executed copies of all third party consents and approvals contemplated by this Agreement, in form and substance reasonably satisfactory to Pubco.
Third Party Consents. (a) From and after the Contract Date until the termination of the Transition Services Agreement, each of Parent and Seller shall, and shall cause its Affiliates to, cooperate and use its reasonable best efforts to obtain, as promptly as possible, the consents, approvals and agreements of, or to give and make all notices and filings with, any Persons whose consent, approval or agreement is required to provide the services under the Transition Services Agreement (the “TSA Approvals”). All of the costs and expenses of obtaining the TSA Approvals in respect of services provided by or on behalf of Seller or any Affiliate of Seller under the Transition Services Agreement before September 30, 2014 shall be borne 100% by Seller. All of the costs and expenses of obtaining the TSA Approvals in respect of services provided by Seller or any Affiliate of Seller under the Transition Services Agreement after September 30, 2014 shall be borne 100% by Purchaser.
(b) From and after the Contract Date, Parent, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate and use their reasonable best efforts to obtain, as promptly as possible but in no event later than the Closing, the consents, approvals and agreements of, or to give and make all notices and filings with, any Person whose consent, approval or agreement is otherwise required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (other than in respect of reinsurance of Net Retained Liabilities (as defined in the MLOA Reinsurance Agreement) by Purchaser), including the Persons listed in Section 5.5 of the Seller Disclosure Letter or required to be listed in Section 3.6(b) of the Seller Disclosure Letter and the Persons whose consent is necessary in order to effect the transactions contemplated by Section 5.5(e) (the “Other Approvals”). Seller and Purchaser shall each bear 50% of any out-of-pocket costs and expenses of obtaining the Other Approvals until the aggregate of all such costs and expenses equals $4,000,000. Purchaser shall thereafter bear 75%, and Seller shall bear 25%, of the portion of any such out-of-pocket costs and expenses that in the aggregate exceeds $4,000,000 but is less than $8,000,000. Purchaser shall thereafter bear 100% of the portion of such out-of-pocket costs and expenses that exceeds $8,000,000 in the aggregate. For the avoidance of doubt, the maximum aggregate liability of Seller with respect to suc...
