Third Party Consents; Notices; Terminations Sample Clauses

Third Party Consents; Notices; Terminations. (a) The Company shall use reasonable best efforts to obtain, prior to the Closing Date, all necessary consents, waivers and approvals of any parties to any Contract as are required thereunder in connection with the Merger or for any such Contracts to remain in full force and effect, all of which are required to be listed in Section 3.4 of the Disclosure Schedule, so as to preserve all rights of, and benefits to, the Surviving Corporation under such Contract from and after the Closing. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent, without any additional payment therefor.
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Third Party Consents; Notices; Terminations. (a) The Company shall use its commercially reasonable efforts to obtain, prior to the Closing Date, each third party consent, waiver and approval set forth in Schedule 5.6(a), which shall be in a form reasonably acceptable to Parent.
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Third Party Consents; Notices; Terminations. (a) The Company will use commercially reasonable efforts to obtain, as promptly as practicable following the date of this Agreement and in any event prior to the Closing, the consent of each party to the Contracts listed in Schedule 6.2(a) (the “Required Consents”) in connection with the Transactions, which consents will be satisfactory to the Acquiror and the costs of which, if any, will be borne by the Company or treated as Transaction Expenses.
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Third Party Consents; Notices; Terminations. (a) The Company and its Subsidiaries shall use all reasonable best efforts to obtain, prior to the Closing Date, all necessary consents, waivers and approvals of any Governmental Entities or any parties to any Contract as are required thereunder in connection with the Acquisition or for any such Contracts to remain in full force and effect after the Closing, so as to preserve all rights of, and benefits to, the Company under such Contract from and after the Closing, all of which are required to be listed in Section 2.4 of the Disclosure Schedule. Such consents, waivers and approvals shall be in a form reasonably acceptable to Purchaser.
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Related to Third Party Consents; Notices; Terminations

  • 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.

  • 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 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.

  • Notices, Consents, Etc The Custodian shall deliver to the Funds, in the most expeditious manner practicable, all notices, consents or announcements affecting or relating to Securities held by the Custodian on behalf of the Funds that are received by the Custodian, and, upon receipt of Proper Instructions, the Custodian shall execute and deliver such consents or other authorizations as may be required.

  • Third Party Consents and Approvals The parties shall have obtained ---------------------------------- all third-party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Notice of Third Party Claims Pursuant to Public Contract Code Section 9201, District shall provide Contractor timely notification of the receipt of any third-party claim relating to this Contract. District shall be entitled to recover its reasonable costs incurred in providing such notification.

  • 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.

  • Consents and Notices Promptly after the date hereof and, if necessary, for a reasonable time after the Effective Date:

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Procedures for Actions and Consents of Partners The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

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