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Common use of Third Party Consents Clause in Contracts

Third Party Consents. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc), Merger Agreement (Scopus Video Networks Ltd.)

Third Party Consents. As soon as practicable following the date hereof, the Company will (a) Sellers and Parent shall use all commercially reasonable efforts to obtain any all Third Party novations, consents, approvals or waivers, including consents for all the Leases, prior to the Closing and, once obtained, provide the other parties hereto with copies thereof. Sellers shall submit the form previously agreed with Purchaser when soliciting the Required Consents for the Leases. If any novations, consents, approvals or waivers necessary for the assignment, assumption, transfer or novation of any Contract or Intellectual Property shall not have been obtained on or prior to the Closing Date, then Purchaser and Sellers shall use commercially reasonable efforts and cooperate and assist one another to obtain promptly such novations, consents, approvals or waivers as soon as practicable after the Closing, provided, however, that this sentence shall not be applicable with respect to any Leases for which a Required Consent is not delivered unless Purchaser provides notice to Sellers following the Closing Date of its request for assistance and cooperation. Once any novation, consent, approval or waiver in respect of such Contract or Intellectual Property is obtained, Sellers shall assign, transfer, convey or deliver such Contract or Intellectual Property to Purchaser at no additional cost. (b) Pending the receipt of any novations, consents, approvals or waivers pursuant to Section 5.4(a) and for all other Contracts or Intellectual Property included in the Acquired Assets for which a novation, consent, approval or waiver is required but not obtained, as of the Effective Time, to the extent permitted by law and necessary to give effect to the terms hereof and not expressly prohibited by the terms of any applicable Contracts or evidence of Intellectual Property, this Agreement shall constitute full and equitable assignment by Sellers to Purchaser of all of their right, title and interest in and to, and assumption by Purchaser of all of the respective obligations and liabilities of Sellers, under, such Intellectual Property and Contracts, to the extent such liabilities or obligations would be, but for the lack of assignment, Assumed Liabilities, and, in the case of Contracts, Purchaser shall be deemed the agent of Sellers for purposes of completing, fulfilling and discharging when due all of the liabilities of Sellers under any such Contract to the extent such liabilities otherwise would be an Assumed Liability. The parties shall take all actions reasonably necessary to provide Purchaser with the benefits of its such Intellectual Property and Contracts to the extent included in the Acquired Assets, and, in the case of such Contracts, to relieve Sellers of the burdens of performance and other obligations thereunder, including entry into subcontracts for the performance thereof, to the extent that such performance and other obligations would be, but for the lack of assignment, Assumed Liabilities. Purchaser agrees to pay, perform and discharge when due all of Sellers’ obligations and liabilities under such Contracts to the extent such liabilities or its Subsidiary’s respective Contracts required obligations otherwise would be an Assumed Liability. This paragraph shall not be applicable to the Leases unless consented to by Sellers and Purchaser in writing. (c) If Sellers, Parent or any of their affiliates shall be obtained unable to make the equitable assignment described in Section 5.4(b), or if such attempted assignment would give rise to any right of termination or would otherwise adversely affect the rights of Sellers, Purchaser or any of their affiliates under such Intellectual Property or Contract, or would not assign all of the rights or transfer all of the obligations and liabilities of Sellers thereunder (to the extent such and obligations would be, but for the lack of assignment, Assumed Liabilities) at the Closing, Sellers, Parent and their affiliates shall use commercially reasonable efforts to (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Intellectual Property or Contract to the extent included in the Acquired Assets, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser, and (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers arising from any such Intellectual Property or Contract against any third Person (including any Governmental Entity) including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. To the extent that Purchaser is provided the benefits of any Intellectual Property or Contract referred to in this Section 5.4 (whether from Sellers or otherwise), Purchaser shall, after the Closing Date, perform at the direction of Sellers and for the benefit of any third Person (including any Governmental Entity) the obligations of Sellers thereunder or in connection with therewith, and Purchaser agrees to pay, perform and discharge when due all of Sellers’ obligations and liabilities under such Contracts to the consummation of extent such liabilities or obligations otherwise would be an Assumed Liability. This paragraph shall not be applicable to the transactions contemplated hereby, including all consents, waivers Leases unless consented to by Sellers and approvals set forth Purchaser in Section 3.3(bwriting. (d) of the Company Disclosure Letter. In connection with seeking such obtaining the novations, consents, approvals or waivers and approvalscontemplated by this Section 5.4, the Company Sellers shall keep Parent informed not consent to any modification of all developments material any Contract to the obtaining extent included in the Acquired Assets that would materially adversely affect the rights of Purchaser under such consentsContract without the prior written consent of Purchaser. This paragraph shall not be applicable to the Leases, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals for which the definition of Required Consents shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyapplicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Finlay Fine Jewelry Corp), Asset Purchase Agreement (Zale Corp)

Third Party Consents. As soon as practicable following (a) To the date hereofextent that the provision of any Transition Services to any Recipient under this Agreement requires any new or additional third party consents, licenses, rights, approvals or permissions by or on behalf of the Provider (the “Third Party Consents”) for the Recipient to receive and enjoy the full benefit of the Transition Services, and to use any deliverables provided in connection therewith, the Company obligation to provide such Transition Services are contingent upon receipt by the Provider of such Third Party Consents, it being acknowledged and understood that those third parties are not bound to this Agreement. Each TSA Release will set forth a list of all identified material Third Party Consents required for performance of the Transition Services. (b) Any fees or other reasonable out-of-pocket costs to obtain any Third Party Consents (the “TSA Consent Fees”) necessary to separate assets, including but not limited to licenses and data, shall be paid (or reimbursed) by the Provider. Any TSA Consent Fees necessary for the Provider to provide Transition Services to the Recipient shall, except as otherwise provided in the Separation Agreement, the Transaction Agreement or the Employee Matters Agreement, be paid (or reimbursed) by the Recipient as part of the applicable fees; provided that, (i) the Provider shall use reasonable efforts to provide the Recipient with at least ten (10) Business Days written notice before the payment of any proposed TSA Consent Fees; (ii) the Provider shall use reasonable efforts to fulfill its obligations under this Agreement in a cost-efficient manner and without the incurrence of TSA Consent Fees; and (iii) the Recipient may decline all or part of any applicable Transition Services as necessary to avoid such TSA Consent Fees. Without limitation of any of its obligations under the Separation Agreement, the Transaction Agreement or the Employee Matters Agreement, the Provider shall use commercially reasonable efforts to obtain any consentssuch Third Party Consents as promptly as practicable, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained the Recipient shall reasonably assist the Provider in connection such efforts. The Provider shall provide the Recipient with the consummation copies of the transactions contemplated herebyvendor invoices for such Third Party Consents in reasonably sufficient detail to verify the terms of such Third Party Consents. No Provider shall have any obligation to commence performance of any Transition Service until the requisite Third Party Consent has been obtained. If the Provider fails to obtain the requisite Third Party Consent for any Transition Service after commencement of such service, including all consentsthe Provider shall use commercially reasonable efforts to give the Recipient at least thirty (30) days’ notice before discontinuing the Transition Service for which the requisite Third Party Consent was not obtained, waivers and approvals set forth in and, for purposes of Section 3.3(b5.12(a) of the Company Disclosure Letter. In connection with seeking Transaction Agreement, such consents, waivers and approvals, the Company discontinued Transition Service shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall thereafter not be in considered a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating service provided pursuant to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Transition Services Agreement (PPL Energy Supply LLC), Transition Services Agreement (Talen Energy Holdings, Inc.)

Third Party Consents. As soon (a) Each party shall use their respective reasonable best efforts to obtain any third party consent or waiver or license and give any notice necessary for the transfer or assignment of any and all Acquired Assets or with respect to the provision of services to either party and such party’s Affiliates pursuant to the Ancillary Agreements. In furtherance and not in limitation of the foregoing, promptly upon the execution of this Agreement and subject to Applicable Law, Purchaser and Sellers will reasonably coordinate in good faith in respect of any communications by Sellers with the parties other than Governmental Entities whose consent or waiver or to whom notice is required, including Third-Party Consents related to Assigned Partner Agreements. Sellers and Purchaser, in consultation with each other, shall as promptly as practicable following the date hereofhereof develop a communications and action plan (which plan shall be designed to communicate promptly and follow up with all such parties with respect to, and to obtain, all such required consents), and shall keep each other reasonably informed regarding the progress and status of such efforts. (b) Notwithstanding anything to the contrary contained herein, to the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Purchaser of any asset that would be an Acquired Asset, including any Assigned Partner Agreement, or any claim or right or any benefit arising thereunder or resulting therefrom is (i) prohibited by any Applicable Law or (ii) would require any governmental or third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing (any such asset, claim, right or benefit described in clause (i) or (ii), a “Restricted Item”), the Company will Closing shall proceed without the sale, assignment, sublease, transfer, conveyance or delivery of such Restricted Item (or any Related Assets or Related Liabilities with respect to such Restricted Item), and nothing herein shall constitute a sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery of such Restricted Item (or any Related Assets or Related Liabilities with respect to such Restricted Item). (c) In the event the Closing proceeds without the sale, assignment, sublease, transfer, conveyance or delivery of any Restricted Item then, in the case of a defect described in Section 6.10(b)(ii), for a period of six months after the Closing Date (such period, the “Transfer Period”) the parties shall continue to use all their reasonable efforts best efforts, and to cooperate with each other, to obtain promptly all authorizations, approvals, consents and waivers necessary to sell, assign, sublease, transfer, convey, deliver or assume such Restricted Item. Pending the receipt of such authorizations, approvals, consents and waivers, the parties shall cooperate with each other to: (i) Maintain good relations with any consentsobligees or other counterparties in connection with such Restricted Item and any Related Assets or Related Liabilities with respect to such Restricted Item; and (ii) Effective as of the Closing, waivers to the extent applicable, enter into mutually agreeable, reasonable and approvals under lawful arrangements (including subleasing, sublicensing or subcontracting) designed for Purchaser to provide servicing to the counterparty to Restricted Items at cost and having such other terms as shall be mutually agreed by the parties. The parties agree to reasonably cooperate to preserve each others rights with respect to third parties in connection with any servicing agreement entered into in connection with this Section 6.10. To the extent that any such Restricted Item (or Related Asset or Related Liability with respect to such Restricted Item) cannot be transferred to Purchaser during the Transfer Period, the obligations of the parties pursuant to this Section 6.10(c) shall continue until the termination of each Selling Entity’s obligations (including any post-termination servicing obligations) with respect to such Restricted Item, and any Related Assets and Related Liabilities with respect to such Restricted Item, and each Selling Entity will not renew and will seek to terminate its or its Subsidiary’s respective Contracts obligations with respect to such Restricted Item, and any Related Assets and Related Liabilities with respect to such Restricted Item, as promptly after the end of the Transfer Period as practicable; provided that no Selling Entity shall be required to be obtained pay any amount pursuant to this Section 6.10(c) in connection with the consummation termination of such obligations. (d) Once all authorizations, approvals, consents and waivers for the sale, assignment, sublease, transfer, conveyance or delivery of any Restricted Item are obtained, Sellers shall (or shall cause their respective relevant Subsidiaries to) assign, transfer, convey and deliver to Purchaser such Restricted Item, and all Related Assets and Related Liabilities with respect to such Restricted Item, and Purchaser will purchase, accept and assume from Sellers (or their respective relevant Subsidiaries) such Restricted Item, and all Related Assets and Related Liabilities with respect to such Restricted Item, effective as of 12:00:01 a.m. Eastern (the “Effective Transfer Time”) on the first Business Day in the fiscal quarter immediately following the fiscal quarter during which the last of such authorizations, approvals, consents and waivers was obtained, or at such other date and time as the parties hereto may mutually agree (such date, a “Transfer Date”). In consideration of such assignment, transfer, conveyance or delivery, Purchaser shall pay to Sellers on the applicable Transfer Date an amount in cash, in immediately available funds by wire transfer to one or more accounts which have been designated by Sellers at least two Business Days prior to the applicable Transfer Date, equal to: (i) The face value, as of the transactions contemplated herebyEffective Transfer Time, including of all consentsGross Receivables related to any CRS Accounts transferred to Purchaser on such Transfer Date minus the pro rata portion of any annual or other fees, waivers as of the Effective Time and approvals attributable to periods after the Effective Transfer Time, related to any CRS Accounts transferred to Purchaser on such Transfer Date; plus (ii) The sum of the aggregate Net Book Values, as of the Effective Transfer Time, of any Restricted Item and all Related Assets with respect to any Restricted Item transferred on such Transfer Date, other than any Restricted Items and Related Assets included in clause (i) above; minus (iii) The sum of the aggregate Net Book Values, as of the Effective Transfer Time, of any Related Liabilities with respect to any Restricted Item transferred on such Transfer Date. Any payment pursuant to this Section 6.10(d) will be subject to a subsequent adjustment in accordance with the procedures set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents2.5, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebymutatis mutandis.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (HSBC Finance Corp), Purchase and Assumption Agreement (Capital One Financial Corp)

Third Party Consents. As soon as practicable following the date hereof, the Company will Each party shall use all its respective reasonable best efforts to obtain any Third-Party Consent and give any notice necessary for the transfer or assignment of any and all Acquired Assets or the assumption of any of the Assumed Liabilities. In furtherance and not in limitation of the foregoing, promptly upon the execution of this Agreement and subject to applicable Law, the parties will reasonably coordinate in good faith in respect of any communications by Parent or Seller with the parties other than Governmental Entities whose consent or waiver or to whom notice is required, including Third-Party Consents. In furtherance and not in limitation of the foregoing, Seller and Synovus shall use reasonable best efforts to take such actions as are required by the terms of any broker agreement to permit the applicable Deposit Liabilities and Deposit Contracts to be assigned to Synovus. The parties, in consultation with each other, shall follow up with all such parties with respect to, and to obtain, all such required consents, waivers and shall keep each other reasonably informed regarding the progress and status of such efforts. If any such consent or approval is not obtained, the applicable Acquired Asset or Assumed Liability (other than with respect to any Securitization Assets and Securitization Documents and the Deposit Liabilities and related Deposit Contracts) will be subject to the provisions of Section 2.5(a). The parties hereby further agree to allocate the consent fees between Parent and Seller, on the one hand, and Capital One, on the other, relating to certain specified Third-Party Consents as set forth in Schedule 5.6. Seller shall not be required to pay any such fees until the Closing Date. The provisions of Section 2.5(a) and this Section 5.10 shall not apply in respect of consents and approvals necessary under any of its or its Subsidiary’s respective Contracts required the Securitization Documents to be obtained in connection with the consummation of consummate the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty)Securitization Transfer Agreement, the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event Purchase Agreements and the Merger does not close for any reasonAgreement, Parent shall not have any liability to which are the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any subject of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebySection 5.1(a)(vi).

Appears in 2 contracts

Samples: Framework Agreement (Cabela's Credit Card Master Note Trust), Framework Agreement (Synovus Financial Corp)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained (a) Nothing in connection with this Agreement nor the consummation of the transactions contemplated herebyhereby shall be construed as an attempt or agreement to assign any Purchased Contract or Purchased Facility Lease or other related approval, including all consentsauthorization or other right, waivers which by its terms or by Law is (i) nonassignable without the consent of a third party or a Governmental Body or (ii) is cancelable by a third party in the event of an assignment ("Nonassignable Assets") unless and approvals set forth in Section 3.3(b) of until such consent shall have been obtained or the Company Disclosure LetterBankruptcy Court shall have determined that such consent is not required or such cancellation is not enforceable. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvalsSellers shall, and shallshall cause their Affiliates to, use their commercially reasonable efforts to cooperate with Purchaser at Parent’s request, include Parent its request in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking endeavoring to obtain such consentsconsents promptly. (b) To the extent permitted by applicable Law, waivers in the event consents to the assignment thereof are required and approvalscannot be obtained, such Nonassignable Assets shall be held, as of and from the Closing Date, by Sellers or the applicable Affiliate of Sellers in trust for Purchaser and the covenants and obligations thereunder shall be performed by Purchaser in Sellers' or such Affiliate's name and all benefits and obligations existing thereunder shall be for Purchaser's account. From and after the Closing Date, Sellers shall take or cause to be taken in Purchaser's name or otherwise such actions as Purchaser may reasonably request so as to provide Purchaser with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Sellers or the applicable Affiliate of Sellers shall promptly pay over to Purchaser all money or other consideration received by it in respect of all Nonassignable Assets. As soon as practicable following of and from the Closing Date, each Seller on behalf of itself and its Affiliates authorizes Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Purchaser's expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Purchaser its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate's behalf with respect thereto. If and when a consent for the sale, assignment, assumption, transfer, conveyance, and delivery of a Nonassignable Asset is obtained, Sellers will promptly assign, transfer, convey, and deliver such Nonassignable Asset to Purchaser, and Purchaser will assume the Liabilities under such Nonassignable Asset assigned to Purchaser from and after the date hereofof assignment to Purchaser pursuant to such instruments as the parties deem necessary to effect the transfer and assumption (which the parties will prepare, execute, and deliver in good faith at the Company shall deliver any notices required under any time of its or its Subsidiary’s respective Contracts that are required such transfer, all at no additional cost to be provided in connection with the consummation of the transactions contemplated herebyPurchaser).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Directv Holdings LLC), Asset Purchase Agreement (Pegasus Communications Corp /)

Third Party Consents. As (a) General Motors shall use reasonable efforts to prepare and deliver to the Buyer as soon as reasonably practicable following and in any event within 45 days after the date hereof, the Company will use a true and complete list of (i) all reasonable efforts to obtain any consentsmaterial orders, approvals, authorizations or consents of, waivers and approvals under any of its from, declaration, filings, applications or its Subsidiary’s respective Contracts registrations with or notices or notifications to, Governmental Authorities or Third Parties (other than in relation to agreements which are not Material Contracts) required to be obtained in connection with or triggered by the Transactions (including the Reorganization Transactions and including in relation to Permits, and to include notification to all relevant Third Parties benefiting from a termination right in respect of the change of control of any Target Group Company), other than the Regulatory Consents and (ii) all consents from Third Parties that will be required in connection with the sublicense by GM Global Technology Operations of any Intellectual Property pursuant to the terms of the IP License Agreement (the “Required Consents”). (b) Subject to paragraphs (c), (d) and (e) below, on or before the date which is 60 days after the date hereof, General Motors shall, and shall cause the Sellers, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities to, give all notices, and use reasonable efforts, not including any financial means, to obtain all consents or waivers included among the Required Consents and shall provide the Buyer with summary updates on material developments associated therewith on a monthly basis, including indication of any objection from Third Parties and the terms of any Alternate Arrangement. (c) The Buyer acknowledges that certain consents and waivers with respect to the AOAG Contributed Assets and Transferred Assets to New AOAG and the Buyer (or the relevant Buyer Designee), respectively, may be required from Third Parties and that such consents and waivers may not be obtained prior to Closing and are not themselves conditions to the consummation of the transactions contemplated herebyunder this Agreement. (d) Except as otherwise provided in this Section 6.3(e), including all consentsthe Parties agree that no explicit Third Party consents shall be sought in advance of the Contribution Date (in relation to any commercial agreements or Material Contract entered into between AOAG and any Third Party) or the Closing Date (in relation to any commercial agreements or Material Contract entered into between any Assets Seller and any Third Parties) (the “Commercial Agreements”), waivers and approvals the Parties agree to implement the procedure described on Exhibit 6.3(d) in respect of the Commercial Agreements. (e) The Parties agree to comply with the provisions set forth in Section 3.3(bExhibit 6.3(e) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material respect to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebySpecific Agreements.

Appears in 2 contracts

Samples: Master Agreement (General Motors Co), Master Agreement (General Motors Financial Company, Inc.)

Third Party Consents. As soon as practicable following the date hereof, the Company will use (a) Seller shall give all reasonable efforts notices to obtain Governmental Entities and any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts other Person required to be obtained given by it under the Material Acquired Contracts or otherwise in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers order to facilitate the orderly assignment and approvals, the Company shall keep Parent informed transfer of all developments material rights, privileges and Franchises necessary to own and operate the obtaining of such consents, waivers and approvalsBusiness, and shallto facilitate the securing of all Consents by any Governmental Entity, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals Seller shall be in a form reasonably acceptable to Parent. In proceed after the event that any third party, including any lessor or licensor execution of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent feeto prepare, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall file and prosecute each request and application therefor together with such information as may be responsible for making necessary and appropriate to effect such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following after Buyer provides all such information, materials and certifications to Seller but in no event later than ten business days after receipt of all such information, materials and certifications, Seller shall submit the date hereofappropriate FCC Form 394 to the Franchising Authorities or other Governmental Entity, as applicable. Seller shall on a timely basis cooperate and work with Buyer to obtain all other Consents from the Company appropriate third party. Seller shall deliver any notices required under any of consult with Buyer and provide Buyer and its or its Subsidiary’s respective Contracts that are required agents with the opportunity for review and comment with respect to be provided all notices, filings and submissions made in connection with securing any Consents from Governmental Entities or other Persons. (b) Seller shall thereafter use its commercially reasonable efforts to obtain all Consents as expeditiously as possible and, to the consummation extent not obtained by the applicable Closing, Seller shall continue to use its commercially reasonable efforts to obtain such Consents for six months after the applicable Closing. During this six-month time period and pending or in the absence of any such Consent, the Parties shall cooperate with each other in any reasonable and lawful arrangements to provide to Buyer the benefits and liabilities of use of such Acquired Contract. Without Buyer’s prior written consent, no such Consent shall (at such time or in the future) impose any additional adverse restrictions or obligations on Buyer or include any adverse change to the terms or benefits of the transactions contemplated herebyunderlying instrument other than immaterial restrictions, obligations or changes. If, notwithstanding their commercially reasonable efforts, Buyer and Seller are unable to obtain such Consents, Seller shall not be liable to Buyer for breach of the covenants set forth in this Section 7.7 (but Buyer shall have no obligation to effect such Closing unless the condition set forth in Section 10.3 hereof shall have been satisfied or waived). Notwithstanding anything to the contrary contained in this Agreement, nothing herein shall require Seller to pay any funds (other than its usual or customary attorneys fees, consulting fees, filing fees or other normal costs of doing business) or to give any other consideration in order to obtain any Consent, provided, however, that Seller and Buyer shall equally share all reasonable or customary fees imposed by Franchising Authorities or any other Governmental Entity incurred in connection with obtaining the consents for the Franchises. (c) Seller shall cooperate fully with Buyer in obtaining any necessary Consents, including helping to arrange and facilitate Buyer’s negotiations with Franchising Authorities or any other Governmental Entity and other third parties with respect to the Consents.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Knology Inc), Asset Purchase Agreement (Knology Inc)

Third Party Consents. As soon (a) The Parties acknowledge that the consent, approval or permission of certain Governmental Entities and other Persons listed in Schedule 3.4 may be required as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation a result of the transactions contemplated hereby, including all consents, waivers by this Agreement and approvals set forth in Section 3.3(b) of the Company Disclosure LetterAncillary Agreements. In connection with seeking such consents, waivers and approvals, The Parties acknowledge that the Company shall keep Parent informed of all developments material to the obtaining receipt of such consents, waivers approvals or permissions is not a condition to Closing. To the extent that any of the Contracts or other assets are not saleable, transferable or assignable without the consent of a third party, neither this Agreement, the Ancillary Agreements nor any of the instruments or documents executed and approvalsdelivered in connection herewith or therewith, shall constitute a sale, transfer or assignment thereof if such sale, transfer or assignment or attempted sale, transfer or assignment could constitute a breach, violation or default thereof or could result in the termination of or accelerate the performance required by or result in the right of termination or acceleration thereunder or could result in the creation of an Encumbrance (other than Permitted Encumbrances) on any such Contract. The Parties also agree that, although each of the Parties hereby agrees to use reasonable best efforts to obtain such consents prior to Closing and shall, at Parent’s request, include Parent the Parties hereby agree to cooperate with each other in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such attempting to obtain all such consents, waivers any failure to obtain any consent by Seller for any reason in and approvals of itself whatsoever shall not constitute a breach of this Agreement and except as provided in Section 6.3 or any Ancillary Agreement, no Party shall be in a form reasonably acceptable required to Parent. In the event that pay money to any third party, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case, financial or otherwise) to any third party (including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination rightGovernmental Entity) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers approvals or permissions. (b) If one or more consents are not obtained prior to or on the Closing Date and approvals. As soon as practicable following the date hereofClosing is consummated, unless the Company Parties otherwise agree in writing, during the six (6) month period after the Closing, Seller agrees to use reasonable best efforts after Closing to assist Purchaser in obtaining any such consent; provided, however, that no Party shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are be required to be provided pay money to any third party (including any Governmental Entity), commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case, financial or otherwise) to any third party (including any Governmental Entity). The Parties shall use reasonable best efforts to allow Purchaser, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of the Parties, to enjoy the economic and other benefits, and to have the economic and other burdens, of the subject matter of the Contract as if such consent had been obtained; provided, however, that (i) Purchaser shall reimburse Seller for any reasonable and documented out of pocket expenses incurred in connection with any such arrangement and (ii) Seller has no obligation to engage in the consummation Business after the Closing. Once a consent for the sale, transfer or assignment of a Contract retained at the transactions contemplated herebyClosing is obtained, Seller shall promptly convey, transfer and assign such Contract to Purchaser, and Purchaser shall assume such Contract in accordance with the terms of this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ralcorp Holdings Inc /Mo), Share Purchase Agreement (Sara Lee Corp)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all its reasonable best efforts to obtain any material consents, waivers and approvals under any of its or its Subsidiary’s Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. As soon as practicable following the date hereof, Parent will use its reasonable best efforts to obtain any material consents, waivers, and approvals under any of its or its Subsidiaries’ respective contracts required to be obtained in connection with the consummation of the transaction contemplated hereby, including all consents, waivers and approvals set forth in Section 4.3(c) of the Parent Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company and Parent shall keep Parent each other informed of all material developments material to and, each shall at the obtaining request of such consents, waivers and approvals, and shall, at Parent’s requestthe other, include Parent the other in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such The Company’s consents, waivers and approvals shall be in a form reasonably acceptable to Parent and Parent. In the event that any third party’s consents, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company waivers and approvals shall be responsible for making such payment, but shall not make or commit in a form acceptable to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consentCompany. In the event the Merger does not close for any reason, Parent neither shall not have any liability to the Companyother, its shareholders stockholders or any other Person for any costs, claims, liabilities or damages resulting from the Company or Parent seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all commercially reasonable efforts to obtain any seek such material consents, waivers and approvals under any of its or its Subsidiary’s Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby as may be reasonably requested by Parent after consultation with the Company, including all consents, waivers and approvals set forth in Section 3.3(b2.3(b) of the Company Disclosure Letter. For the avoidance of doubt, the Company’s failure to obtain any consent set forth in Section 2.3(b) of the Company Disclosure Letter or which is otherwise reasonably requested to be obtained by Parent pursuant to this Section 5.8, in each case, provided that the Company has used all reasonable efforts to seek such consent, shall not give rise to a failure to satisfy the condition to closing set forth in Section 6.2(b). If the consent required under the Company’s Loan and Security Agreement with Comerica Bank-California, dated as of December 4, 2000, as amended, and its related documents is not received prior to Closing, then, if requested by Parent, the Company will repay all amounts outstanding under and terminate such loan and security agreement and the related documents effective as of the Closing Date. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all material developments material to the obtaining of such consentsand, waivers and approvals, and shall, shall at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders stockholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, except if Parent has breached this Agreement such that the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required would have the right to be provided in connection with the consummation of the transactions contemplated herebyterminate this Agreement pursuant to Section 7.1(f).

Appears in 2 contracts

Samples: Merger Agreement (Sun Microsystems, Inc.), Merger Agreement (Seebeyond Technology Corp)

Third Party Consents. As soon as practicable following (a) From the date hereofof this Agreement to the six (6) month anniversary of the Closing Date (such period, the Company will “Transfer Period”), Seller and Purchaser shall each use all commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) any consentsconsents or approvals required from third parties (other than Governmental Approvals, waivers which shall be governed by Section 5.3, and approvals under any of its Indemnified Guarantees, which shall be governed by Section 5.8) to assign, convey or its Subsidiary’s respective Contracts required to be obtained transfer the Transferred Assets in connection with the consummation of the transactions contemplated hereby, including all by this Agreement (such required consents, waivers and approvals set forth the “Third-Party Consents”); provided that Seller will not be obligated to pay any amounts or provide other consideration in Section 3.3(b) of the Company Disclosure Letter. In connection with obtaining or seeking such consentsto obtain any Third-Party Consent, waivers and approvalsSeller shall have no liability whatsoever for failure to obtain any Third-Party Consent. Purchaser shall bear all the costs and expenses of obtaining the Third-Party Consents and agree to accept any commercially reasonable modifications or changes to any material contract terms, the Company shall keep Parent informed of all developments material to the obtaining extent necessary to obtain any Third-Party Consent. (b) If any Third-Party Consent is not obtained prior to Closing with respect to a Transferred Asset (a “Specified Asset”), (i) Purchaser shall pay the full Purchase Price at the Closing without the transfer, conveyance, assignment or delivery of such consentsSpecified Asset; (ii) the Closing shall proceed without the transfer, waivers conveyance, assignment or delivery of such Specified Asset; and approvals(iii) nothing herein shall constitute a transfer, and shallconveyance, at Parent’s requestassignment or delivery or attempted transfer, include Parent in any discussions conveyance, assignment or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor delivery of Leased Real Property, conditions its grant of a consent, waiver or approval such Specified Asset. (including by threatening to exercise a “recapture” or other termination rightc) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does Closing proceeds without the transfer, conveyance, assignment or delivery of any Specified Asset then, during the Transfer Period, Seller and Purchaser shall each continue to use commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) promptly such Third-Party Consent (provided that, for the avoidance of doubt, Seller will not close be obligated to pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Third-Party Consent, Seller shall have no liability whatsoever for failure to obtain any reasonThird-Party Consent and Purchaser shall bear all the costs and expenses of obtaining the Third-Party Consents). Pending the receipt of such Third-Party Consent, Parent (i) the Parties shall (and shall cause their respective Affiliates to) cooperate with each other to maintain good relations with any obligees or other counterparties in connection with such Specified Asset and (ii) effective as of the Closing, (1) Purchaser shall provide servicing to the counterparty to such Specified Asset on the terms required under any Contract related thereto and (2) Purchaser shall bear all Liabilities and obtain all claims, rights and benefits with respect to such Specified Asset that would accrue to Purchaser pursuant to Article II if the requisite Third-Party Consent were obtained prior to the Closing, and the parties shall reasonably cooperate to enter into subleasing, sublicensing, subcontracting or other arrangements in furtherance of the foregoing (1) and (2). Anything to the contrary herein notwithstanding, any Liabilities relating to or arising in connection with such Specified Asset or the pursuit of or failure to obtain any Third-Party Consent shall be Assumed Liabilities for all purposes hereunder from and after the Closing; provided that to the extent (i) any asset that would otherwise constitute a Transferred Asset is deemed a Specified Asset and (ii) an alternate arrangement has not been entered into by the Parties pursuant to the immediately preceding sentence, such asset shall be deemed an Excluded Asset and all Liabilities directly relating thereto shall be deemed Excluded Liabilities for so long as the consent, approval or action relating thereto shall not have any liability been obtained or taken, as applicable, provided further that such Excluded Assets and Excluded Liabilities shall not be considered Excluded Assets and Excluded Liabilities for the purpose of the indemnification obligations under Article X. (d) The Parties agree to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking reasonably cooperate to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiarypreserve each other’s respective Contracts that are required rights with respect to be provided third parties in connection with any servicing agreement entered into in connection with this Section 5.5. To the consummation extent that any such Specified Asset cannot be transferred to Purchaser during the Transfer Period, the obligations of the transactions contemplated herebyparties pursuant to this Section 5.5 shall continue until the termination of the obligations of any member of the Seller Group (including any post-termination servicing obligations) with respect to such Specified Asset. (e) When the requisite Third-Party Consent is obtained, the applicable Specified Asset shall be deemed to have been automatically assigned and transferred to Purchaser on the terms set forth in this Agreement for no additional consideration and without the requirement of any further action of any other Person, as of the Closing, except to the extent the date of such Third-Party Consent is deemed by applicable Law to have occurred on another date, in which case, as of such date. (f) From the Closing Date until the one (1)-year anniversary of the Closing Date, Purchaser will use its reasonable best efforts to execute a license agreement (including renegotiating the material terms of the applicable licenses) with each of Microsoft Corporation and SAP America, Inc. that will enable Seller to assign Seller’s licenses with such Person exclusively related to the Business to Alkali HoldCo, it being understood that if Purchaser does not execute such agreements with such Person enabling such transfer without cost to Seller prior to the one (1)-year anniversary of the Closing Date, Seller shall have no obligation or Liability whatsoever to Purchaser with respect to the transfer of any licenses with such Person.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Tronox LTD), Stock and Asset Purchase Agreement (FMC Corp)

Third Party Consents. As soon as practicable following (a) The Selling Parties and the date hereofAcquired Companies covenant and agree that they will use reasonable best efforts to obtain, prior to the 1A Closing, the 1B Closing or the Second Closing, as applicable, the consents of third parties set forth in Schedule 6.12 hereto (the “Required Consents”). (b) If the consummation of the Contemplated Transactions would constitute an assignment of any Lease, Company will Contract or License and Permit requiring the consent of another Person, 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. Without limiting the obligations of the Selling Parties and the Acquired Companies under Section 6.12(a), the Selling Parties and the Acquired Companies shall use all their commercially reasonable efforts to obtain the consent of such other Person in respect of any consentssuch Lease, waivers Company Contract, or License and approvals under Permit in all cases in which such consent is required for such assignment, provided, however, that if any such consent is not obtained on or prior to the 1A Closing Date, the 1B Closing Date or the Second Closing Date, as applicable, despite the commercially reasonable efforts of its the Selling Parties and the Acquired Companies, such event shall not cause the 1A Closing, the 1B Closing or its Subsidiary’s respective Contracts required the Second Closing to be obtained in connection with delayed, unless such consent is a Required Consent, or constitute a breach by the consummation Selling Parties of any obligation hereunder. If any such consent, other than a Required Consent, shall not be obtained, then the Selling Parties shall provide to the Acquired Companies the benefits intended under the relevant Lease, Company Contract or License and Permit, including enforcement of any and all rights of the transactions contemplated herebyAcquired Parties against the other Person thereto arising out of the breach or cancellation thereof by such other Person or otherwise, including all consentspursuant to an arrangement reasonably satisfactory to the Oaktree Parties. (c) If any Required Consent has not yet been obtained (or otherwise is not in full force and effect) as of the 1A Closing Date, waivers the 1B Closing Date or the Second Closing Date, as applicable, in the case of any Lease, Company Contract or License and approvals Permit, then the Oaktree Parties may either (i) elect to waive the condition set forth in Section 3.3(b5.1(a)(xiii), Section 5.1(b)(xiii) of or Section 5.1(c)(xii), as applicable, with respect to such Required Consent and to have the Company Disclosure Letter. In connection with seeking Selling Parties continue their commercially reasonable efforts to obtain such consentsRequired Consent (in which case the Selling Parties shall also waive the condition set forth in Section 5.2(a)(x), waivers Section 5.2(b)(xi) and approvalsSection 5.2(c)(xii), as applicable) or (ii) not waive the Company shall keep Parent informed of all developments material to the obtaining of such consentscondition set forth in Section 5.1(a)(xiii), waivers and approvalsSection 5.1(b)(xiii) or Section 5.1(c)(xii), as applicable, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to terminate this Agreement, the payment and in each case of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guarantyi) and (ii), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking failure to obtain such consentsRequired Consent shall not constitute a breach of this Agreement unless the Selling Parties have not used their commercially reasonably efforts to obtain such consent (whether, waivers and approvals. As soon as practicable following in the date hereofcase of (i), prior to or after the Company shall deliver any notices required under any Second Closing or, in the case of its or its Subsidiary’s respective Contracts that are required (ii), prior to be provided in connection with the consummation termination of the transactions contemplated herebythis Agreement).

Appears in 1 contract

Samples: Contribution and Unit Purchase Agreement (OCM HoldCo, LLC)

Third Party Consents. As soon as practicable following (a) Subject to the date hereofremainder of this Section 7.4, the Company will shall, and shall cause its Subsidiaries to, cooperate and use all their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things commercially reasonable and necessary, proper or advisable to consummate to obtain all approvals or consents of any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts private third party required to be obtained or made by the Company or its Subsidiaries in connection with the consummation Merger or the taking of any action contemplated by this Agreement which shall include using reasonable best efforts to obtain, among other necessary consents (if any), the transactions contemplated hereby, including all consents, waivers and approvals consents set forth in Section 3.3(bon Schedule 7.4(a) (excluding, for the avoidance of doubt, the Company Disclosure LetterFinancing Consent and the Mortgage Consent, the “Required Consents”). In connection with seeking such consents, waivers and approvalsTo the extent permitted by applicable Law, the Company shall keep inform Parent informed of all developments material any oral or written communication with a third party with respect to the obtaining transactions contemplated by this Agreement and provide Parent the opportunity to make copies of such consentsand review and comment upon all correspondence, waivers and approvalsfilings or communications (or memoranda setting forth the substance thereof) between the Company or its Representatives, on the one hand, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, on the other hand, with respect to the transactions contemplated by this Agreement. Parent acknowledges that all such information provided pursuant to the foregoing sentence shall be subject to the terms of the Confidentiality Agreement. (b) From the date hereof until the Closing, the Company shall, and shall cause each of its Subsidiaries and its and their respective Representatives to, use its reasonable best efforts to obtain, in consultation with Parent, all approvals or consents set forth on Schedule 7.4(b) from the Person(s) listed on such Schedule 7.4(b) (the “Financing Consent”) with the form and substance of any such amendment, consent or waiver, including any lessor expenditures related thereto (other than immaterial amounts), being subject in all cases to the prior written approval of Parent. (c) From the date hereof until the Closing, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries and Representatives to, use its reasonable best efforts to obtain (in consultation with each other) all approvals or licensor consents set forth on Schedule 7.4(c) from the Person(s) listed on such Schedule 7.4(c) (the “Mortgage Consent”) with the form and substance of Leased Real Propertyany such amendment, conditions consent or waiver, including any expenditures related thereto (other than immaterial amounts), being subject in all cases to the prior written approval of Parent. (d) From the date hereof until the Closing, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries and Representatives to, use its grant reasonable best efforts to obtain (in consultation with each other) the amendments to the agreements set forth on Schedule 7.4(d) in the manner set forth on such Schedule 7.4(d) with the form and substance of a consentany such amendment, waiver or including any expenditures related thereto, being subject in all cases to the prior written approval of Parent. (including by threatening e) Notwithstanding anything in this Agreement to the contrary, while the Company and its Subsidiaries shall be required to exercise a “recapture” or other termination righttheir reasonable best efforts to obtain the amendments, consents and waivers contemplated by Section 7.4(a), 7.4(b) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guarantyand 7.4(d), the Company shall be responsible for making such payment, but shall not make or commit failure to make obtain any such payment amendments, consents or provide waivers (in and of itself) shall in no event constitute the failure to satisfy any such consideration (if condition of any value exceeding $25,000 individually or $100,000 in Party to consummate the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyClosing.

Appears in 1 contract

Samples: Merger Agreement (Norwegian Cruise Line Holdings Ltd.)

Third Party Consents. As soon (a) Purchaser acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement and the Transaction Agreements may be required from parties to the Contracts listed in the Disclosure Letter and that, subject to Section 10.02(f), such consents and waivers may not be obtained. Except as practicable following otherwise provided herein, no Seller nor any of their Affiliates will have any Liability whatsoever to Purchaser arising out of or relating to the date hereof, the Company will use all reasonable efforts failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement, the Transaction Agreements or because of the termination of any Contract as a result thereof. (b) Without limiting the effect of Section 6.01, the Sellers will reasonably cooperate with Purchaser to obtain all such consents, authorizations, appraisals and waivers and approvals under any of its or its Subsidiary’s respective Contracts that are required to be obtained in connection with the consummation of the transactions transaction contemplated herebyunder this Agreement and the Transaction Agreements; provided, including all consentshowever, waivers and approvals set forth that the Sellers will not be required to make any payments or offer or grant any accommodation (financial or otherwise), whether or not expressly provided for in Section 3.3(b) any Contract as a condition to the procurement of the Company Disclosure Letter. In connection with seeking any such consents, waivers authorizations, appraisals and approvalswaivers. Unless the Parties otherwise agree, Purchaser will not communicate with any counterparties to any agreements of the Company shall keep Parent informed Sellers or the Indian Entity for the purpose of all developments material to the obtaining of such any consents, authorizations, appraisals and waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In without the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without ParentCompany’s prior written consent. In consent or the event consent of Txxx Xxxxx of Parent (txxx.xxxxx@xxxxxxx.xxx) (not to be unreasonably withheld, conditioned or delayed) and the Merger does not close for any reason, Parent shall not have any liability to participation of the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (H&r Block Inc)

Third Party Consents. As soon as practicable following (a) To the date hereof, the Company will use all reasonable efforts to obtain extent that any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts Third-Party Consent is required to be obtained listed in Section 3.3 or Section 4.4 of the Seller Disclosure Letter in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent feeCompany and the Seller Parties shall use commercially reasonable efforts to obtain such Third-Party Consent on or prior to the Closing Date; provided, “profit sharing” payment or other considerationhowever, including increased rent payments or other payments under that notwithstanding anything to the Contract or the provision of additional security (including a guaranty)contrary in this Agreement, the Company and the Seller Parties shall be responsible for making such payment, but shall not make have no obligation under this Agreement to pay any money or commit other consideration to make any such payment or provide any such consideration Person (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability except to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking extent required to be paid in order to obtain such consents, waivers and approvals. consent pursuant to the terms of any applicable agreement or contract) or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (b) As soon as reasonably practicable following after the date hereof, the Company Seller Parties shall deliver cause the Relevant Companies to use reasonable best efforts to obtain any notices Client consents that are required under any of its Applicable Legal Requirement or its Subsidiary’s respective Contracts that are required to be provided Contract in connection with the consummation any of the transactions contemplated herebyhereby (including the Pre-Closing Restructuring and the Post-Closing Restructuring) or as contemplated hereunder. The Seller Party shall also send a written notice, the form to be mutually satisfactory to Company and Buyer as soon as reasonably practicable after the date hereof, informing each investor in each Sponsored Fund of the transactions contemplated by this Agreement and, if required by any Contract or Applicable Legal Requirements, requesting the consent of such investor with respect to such transactions, such notice and consent to be in form and substance satisfactory to Buyer and consistent with Applicable Legal Requirements. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an assignment of, or an agreement to assign, any customer contract if either the applicable Client objects to the assignment or if affirmative consent from the Client is required for the assignment and such consent is not obtained. (c) All notices and related materials distributed by the Seller Parties or the Relevant Companies in connection with obtaining any Third-Party Consents shall comply with Applicable Legal Requirements (including NASD Rule 2110) and the terms of applicable Contracts, and shall be in form and substance reasonably satisfactory to Buyer. The Company shall keep Buyer reasonably informed with respect to such Consents and the receipt of any communication received with respect to such consent. (d) Upon the request of the Company, Buyer shall use commercially reasonable efforts to assist the Company in obtaining the Third-Party Consents pursuant to this Section 6.4, to the extent reasonably requested by the Company; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Buyer nor any of its Affiliates shall have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Piper Jaffray Companies)

Third Party Consents. Seller and Buyer acknowledge and agree that Seller’s rights under certain permits and contracts set forth on Schedule 2.8(a) and 2.8(b) may not be assigned to Buyer without the consent of another Person, and, but for the consent requirement, such permits and contracts would be Acquired Assets assigned to Buyer at Closing. As soon as practicable following the date hereofprovided in Section 2.5(a)(vi), the Company consents set forth on Schedule 2.8(a) will be obtained and delivered to Buyer at Closing. In the absence of any required consent, none of the permits and contracts set forth on Schedule 2.8(b) shall be assigned to Buyer on the Closing Date and Seller shall retain all such permits and contracts until such time as the required consent to assignment is obtained. Upon receipt of the required consent, Seller shall assign such permit or contract set forth on Schedule 2.8(b) to Buyer and such permit or contract shall be deemed an Acquired Asset from such date forward. Seller, at its expense, shall use all its commercially reasonable efforts efforts, with the reasonable cooperation of Buyer, to obtain any consentssuch required consent(s) as promptly as possible and shall act after the Closing as Buyer’s agent in order to obtain for Buyer the benefits of any permit or contract set forth on Schedule 2.8(b). Notwithstanding any provision in this Section 2.8 to the contrary, waivers and approvals under any of its or its Subsidiary’s respective Contracts (a) Seller shall not be required to expend more than $50,000 in external, out-of-pocket costs in performing its obligations under this Section 2.8 and (b) Seller shall not be obtained in connection with the consummation of the transactions contemplated herebyrequired to continue seeking consent beyond June 30, including all consents, waivers and approvals 2011 for any permit or contract set forth in Section 3.3(bon Schedule 2.8(b) of for which the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver applicable consent or approval is sought hereundernot obtained. Such consentsIf consent is not obtained prior to June 30, waivers and approvals 2011 despite Seller’s commercially reasonable efforts, Buyer shall have the option (x) to deem such permit or contract to be an Excluded Asset, in which case the Liabilities thereunder shall be in a form reasonably acceptable deemed Excluded Liabilities, or (y) to Parent. In the event continue seeking consent to assignment of such permit or contract with Seller’s reasonable cooperation (provided that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall Seller is not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyincur any additional internal or external expense).

Appears in 1 contract

Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Third Party Consents. As soon as practicable following the date hereof, the Company will Each Emmis Entity shall use all its commercially reasonable efforts to obtain the -------------------- consents of the other contracting parties to the transactions contemplated hereby to the extent required by the Station Agreements requiring such consent, and to the extent reasonably necessary, Buyer will cooperate as reasonably requested by the Emmis Entities in obtaining such consents; provided, that neither the Emmis Entities nor Buyer shall be required -------- to pay or incur any consentsmaterial cost or expense to obtain any such third party consent, waivers and approvals under any except in the case of its the Emmis Entities, costs or its Subsidiary’s respective Contracts expenses otherwise required to be obtained paid or incurred by the Emmis Entities in connection accordance with the consummation terms of the transactions contemplated herebyapplicable Station Agreement or license. The delivery of such consents that are identified on Schedules 3.10(c), including all consents, waivers ------------------- 3.13(a) and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments 3.18 to be material to the obtaining operation of the Station (“Material Station Agreements”) shall, pursuant to ------- ---- Section 8.6, be a condition to Buyer's obligation to close. To the extent that transfer or assignment hereunder by the ----------- Emmis Entities to Buyer of any Station Agreement or license is not permitted or is not permitted without the consent of another Person, this Agreement shall not be deemed to constitute an undertaking to assign the same if such consent is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. If any such third party consent, approval or waiver is not obtained before the Closing, the parties shall use their commercially reasonable efforts to cooperate, and to cause each of their respective Affiliates to so cooperate, in effecting any lawful arrangement to provide to Buyer or its designated Affiliates the economic benefits of the Station Agreements for which third party consents, waivers and approvals, or waivers are not obtained; and shallBuyer shall pay and perform the Emmis Entities' obligations arising under each Station Agreement during and attributable to any period on and after the Closing Date, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection extent commensurate with the consummation of benefit derived by Buyer on and after the transactions contemplated herebyClosing Date under each such Station Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Operating Co)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any Any consents of its or its Subsidiary’s respective Contracts third parties required to be obtained in connection with the consummation of the Merger and the other transactions contemplated herebyby this Agreement shall have been obtained, including all consentsexcept where the failure to obtain such consents would not, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent, reasonably be expected to have a Material Adverse Effect on the Company or Parent after the Effective Time. In addition, the event obligations of each of Parent and Merger Sub to effect the Merger does not close for any reason, Parent shall not have any liability are subject to the Company, its shareholders condition that (i) any consents or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices of third parties listed on Schedule 4.1.6(a) which may be required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the Merger and the transactions contemplated herebyby this Agreement shall have been obtained, and (ii) the Company shall have used its reasonable best efforts to avoid the termination or modification of the agreements, contracts or arrangements listed on Schedule 4.1.6(b) by any of the respective parties thereto and to avoid any adverse effect to, or change in, the benefits to the Company or its Subsidiaries thereunder, which termination, modification, effect or change arises in connection with or as a result of the consummation of the Merger and the transactions contemplated by this Agreement, and (iii) any penalties, liabilities or charges arising in connection with or as a result of the consummation of the transactions contemplated hereby under any leases or subleases of real or personal property listed or referred to on the Company Lease List (including any penalties, liabilities or charges arising pursuant to any of the provisions of such leases or subleases and any penalties, liabilities or charges incurred due to the modification, termination, amendment, re-negotiation or replacement of such leases or subleases (including increased rentals payments or replacement values) and any penalties, liabilities or charges in connection with or arising out of the failure to obtain any Company Lease Consents), shall not have exceeded, in Parent's reasonable and informed assessment, aggregate economic costs of more than $3 million, and that the Company shall have used reasonable best efforts to help Parent assess such aggregate economic costs.

Appears in 1 contract

Samples: Merger Agreement (Cgi Group Inc)

Third Party Consents. As 11.1 This clause 11.1 shall apply in relation to any Contract if and while a third party consent is required to the assignment to the Buyer of any rights under or in connection with that Contract or to the performance by the Buyer after the Effective Time of any obligation under that Contract in place of the Seller. A third party consent shall without limitation be deemed to be required for the purposes of this clause 11.1 if, either it is an express term of the Contract that consent is required to the assignment or if, in the absence of that consent, the assignment in question or the performance by the Buyer of the relevant obligation would result, directly or indirectly and with or without notice, in: 11.1.1 the breach of any Contract; 11.1.2 the acceleration of any obligation or the assumption of any further obligation under any Contract; or 11.1.3 a person becoming entitled to terminate any Contract or otherwise to exercise any further rights under any Contract. 11.2 In each case where clause 11.1 applies to a Contract, each of the Buyer and the Seller shall on request by the other use reasonable endeavours to obtain the relevant third party consent as soon as practicable following is reasonably practicable. Any professional costs or expenses of any relevant third party for which it requires reimbursement shall be borne by the Seller. The Guarantor shall, if requested by any relevant third party in relation to a Site Agreement, give all reasonable guarantees required by such third party in connection with such a consent. The Seller agrees not to offer any such guarantees on behalf of the Guarantor without the Guarantor’s prior written consent. 11.3 While a third party consent is required to the assignment to the Buyer of rights under or in connection with any Contract, the Seller shall continue its corporate existence and shall hold those rights and all monies received under that Contract after Completion on trust for the Buyer absolutely and, to the extent that a third party consent is not required in order for it to do so, shall pay those monies to the Buyer on or before the date hereoffalling 10 Business Days after the date of receipt and shall otherwise exercise its rights in respect of that Contract only as the Buyer may from time to time direct. 11.4 While a third party consent is required to the performance by the Buyer after the Effective Time of any obligation under a Contract in place of the Seller, the Company will use Buyer shall perform that obligation as agent or sub-contractor of the Seller or, if to do so would itself require a third party consent, the Seller shall perform that obligation at the Buyer’s cost if requested to do so by the Buyer, and in the latter case, the Buyer shall afford the Seller, at the Buyer’s cost, all reasonable efforts such facilities and employees as the Seller may reasonably request in order to obtain perform that obligation. The Buyer shall indemnify the Seller against all Losses which the Seller may incur arising from or in connection with such obligations, and without limiting that indemnity, the Buyer shall reimburse the Seller for all costs reasonably incurred by the Seller in performing any consentssuch obligation in accordance with this clause on or before the date falling five Business Days from the date on which the Seller notifies the Buyer of the amount of such costs. 11.5 Until any Contract is assigned or novated but subject to clause 11.7, waivers the Seller shall give all such assistance as the Buyer may reasonably require at the Buyer’s cost to enable the Buyer to enforce the Seller’s rights under such Contract and approvals (without limitation) shall provide access to all relevant books, documents and other information in its possession in relation to such Contract as the Buyer may reasonably require. 11.6 When (and only when) a third party consent requested under any of its clause 11.2 is given, clause 2.1 shall apply to rights under or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation relevant Contract and/or clause 10.1 shall apply in relation to obligations under that Contract, but without prejudice to the parties’ accrued rights at that time under this clause 11. 11.7 If third party consent to assignment or novation of a Contract is refused, or otherwise not obtained on terms reasonably satisfactory to the Buyer within 60 Business Days of the transactions contemplated herebyCompletion Date, including the Buyer shall be entitled at its sole discretion to require the Seller to serve proper notice (in accordance with the terms of such Contract to terminate that Contract. The Buyer shall indemnify and keep indemnified the Seller from and against all consents, waivers and approvals set forth in Section 3.3(b) Losses that the Seller may incur by reason of the Company Disclosure Letter. termination of such Contract. 11.8 In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material relation to the obtaining Contracts listed in schedule 12 (“Tier 2 Contracts”): 11.8.1 the Buyer has paid the aggregate sum of such consents£57,241 (“Aggregate Contract Retention”) out of the purchase price for the Business and Assets into the Escrow Account to be dealt with in accordance with this clause 11.8; 11.8.2 the Buyer and the Seller agree to give written instructions in accordance with the terms of the Escrow Agreement for release of the following sums out of the Aggregate Contract Retention to the following persons at the following times: 11.8.2.1 subject to clause 11.8.2.2, waivers in relation to any Tier 2 Contract which is terminated as a result of the sale of the Business and approvals, and shall, at Parent’s request, include Parent in any discussions Assets to the Buyer or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable the sale of the Shares to Parent. In TRM Services Limited during the event that any third party, including any lessor or licensor period of Leased Real Property, conditions its grant two years following the date of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the amount set out opposite that Tier 2 Contract in schedule 12 together with interest accrued thereon in the Escrow Account to the date of payment to be paid to the Buyer, within 10 Business Days of a consent feethe receipt of the relevant notice of termination; 11.8.2.2 in relation to any Tier 2 Contract which is not terminated as described in clause 11.8.2.1, “profit sharing” payment or other consideration, including increased rent payments or other payments under within 10 Business Days of the earlier of (a) the assignment of that Contract to the Buyer or the provision consent to the change of additional security control of Travelex ATMs Limited (including a guarantyas appropriate); and (b) the second anniversary of Completion, the Company shall amount set out opposite that Tier 2 Contract in schedule 12 to be responsible for making such payment, but shall not make or commit paid to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 the Seller together with interest accrued thereon in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability Escrow Account to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebypayment.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Business and Assets (TRM Corp)

Third Party Consents. As soon as practicable following the date hereof(a) Seller, the Company will and Buyer shall and Seller shall cause the Contributing Companies to use all commercially reasonable efforts and cooperate fully with each other to identify and obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts Third Party Consents required to be obtained by them and necessary to authorize, approve or permit the performance by them of their obligations hereunder and under the Ancillary Documents prior to the Closing. If such Third Party Consents have not been obtained prior to the Closing, Seller, Buyer and the Surviving Corporation shall use commercially reasonable efforts thereafter to obtain such Third Party Consents for a period of 120 days following the Closing; provided, however, that Seller and Buyer shall not be required to pay more than $1,000,000 in the aggregate to obtain all Third Party Consents sought pursuant to this Section 5.3(a) (including any amounts paid in respect of IP Consents as provided in Section 5.3(b)), with any such payment borne 75% by Seller and 25% by Buyer (on a dollar for dollar basis), provided that such limitation shall not apply to any filing, recordation or similar fees payable to any Governmental Authority, which filing, recordation or similar fees shall be paid by Buyer or the Surviving Corporation, and other than a reasonable administration fee charged in the ordinary course by third parties other than Governmental Authorities, in which case such administration fees shall be paid by Buyer or the Surviving Corporation. (b) Promptly following May 21, 2004 and, if the Closing occurs, for a period of one year following the Closing Date, Seller shall use, and shall cause its Affiliates to use, reasonable commercial efforts, in cooperation with Buyer and its Representatives, to identify and thereafter obtain any authorizations, approvals, consents or waivers required by any third Person in connection with the Merger pursuant to their Contract rights (including any right to receive upgrades or maintenance, support or similar services, if any) in respect of any material Network Element Software (the “IP Consents”) and the parties shall bear the costs of obtaining any IP Consent (collectively, the “IP Consent Costs”) as provided in Section 5.3(b) of the Seller Disclosure Schedule. For the avoidance of doubt, (i) IP Consents shall include any authorization, approval, consent, waiver or replacement license of a third Person required to permit the Company and the Subsidiaries, as applicable, to retain rights to any material Network Element Software that is made available to them pursuant to a Verizon Affiliate Contract and (ii) except to the extent provided otherwise in Section 5.3(b) of the Seller Disclosure Schedule, IP Consent Costs shall not include the costs attributable to obtaining for the benefit of the Company and the Subsidiaries any upgrade or maintenance, support or similar service used or useful in the operation of material Network Element Software following the Closing. (c) From time to time between May 21, 2004 and the through the term of the Transition Services Agreement, at the request of Buyer, the employees of Seller who customarily interact on behalf of the Company and the Subsidiaries with licensors of any material Third Party Intellectual Property used by the Company or its Subsidiaries shall arrange upon reasonable advance notice an introduction of representatives of Buyer to such licensors, it being understood that any negotiations to obtain consents or new licenses from such licensors shall be the sole responsibility of Buyer. (d) Notwithstanding anything to the contrary contained herein, but subject to the obligations set forth in this Section 5.3 (including, without limitation, Section 5.3(b)), to the extent any Third Party Consent or IP Consent is required in connection with the consummation of the transactions contemplated herebyContribution Transaction or the Merger and such Third Party Consent or IP Consent is not received prior to the Closing, including then, (i) if applicable, the Contract that is the subject of such Third Party Consent shall not be assigned in the Contribution Transaction or (ii) if applicable, to the extent any such Contract requiring a Third Party Consent may only be enjoyed by an Affiliate of Parent, such Contract shall be transferred to another Affiliate of Parent, and Seller agrees to use commercially reasonable efforts to make the benefits of any such Contract available to the Surviving Corporation and the Subsidiaries for a period of one year following the Closing Date, subject to (i) the assumption of all consents, waivers obligations in respect of such Contract by the Surviving Corporation and approvals the Subsidiaries and (ii) the limitations on required payments set forth in Section 3.3(bSections 5.3(a) and (b). (e) Seller shall use its commercially reasonable efforts to deliver to Buyer within one hundred twenty (120) days of May 21, 2004 (i) a list of all third parties who are counterparties to a Verizon Affiliate Contract and were paid an aggregate of $300,000 in calendar year 2003 by Company or the Subsidiaries as indicated in the accounts payable system of the Company Disclosure Letter. In connection with seeking or the Subsidiaries in respect of such consents, waivers Contract and approvals, the Company shall keep Parent informed of all developments material (ii) to the obtaining extent not prohibited pursuant to confidentiality obligations contained in any such Contract, either (a) a copy of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually such Contract is in writing) or $100,000 in the aggregate(b) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation a description of the transactions contemplated herebyproducts/services which are the subject of the Contract.

Appears in 1 contract

Samples: Agreement of Merger (Hawaiian Telcom Communications, Inc.)

Third Party Consents. As soon as practicable following From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms hereof, the Company will Parent shall, and shall cause its Subsidiaries to, cooperate with Buyer in good faith and use all its respective commercially reasonable efforts to obtain (a) consult with Buyer in good faith to determine whether any consents, waivers and approvals under consents (including any of its or its Subsidiary’s respective Contracts third party notices) are required to be obtained in connection with the consummation of the transactions contemplated herebyby this Agreement and the Ancillary Agreements, including (b) take such actions and furnish such information as Buyer, following consultation in accordance with the preceding clause (a), reasonably determines may be required in connection therewith, and (c) obtain at the earliest practicable date all consents, waivers and approvals send all third party notices, in each case as determined as set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material on Schedule 6.19 or as required for any party to the obtaining Transition Services Agreement to perform its obligations thereunder; provided, that (i) each of such consents, waivers Parent and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company Buyer shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration fifty percent (if 50%) of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability amounts payable to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking a third party to obtain such consents, waivers and approvals(ii) neither Parent nor any of its Affiliates shall be required, or without the prior written consent of Buyer permitted (other than with respect to Liabilities satisfied and discharged in full prior to the Closing), to incur any Liabilities, make any payment to any Person (except as set forth in the following sentence), commence any litigation or provide any financial or other accommodation or concession in order to obtain any consent necessary or desirable to this Agreement and the Ancillary Agreements. As soon Prior to Closing, Parent shall use commercially reasonable efforts to obtain all consents needed for any party to the Transition Services Agreement to perform its obligations thereunder (the “TSA Consents”) and each of Parent and Buyer shall be responsible for fifty percent (50%) of any associated costs or expenses incurred to obtain any TSA Consents. Without limiting the generality of the foregoing, prior to the Closing (and assuming the receipt of any consents required in connection therewith), Parent shall assign or cause to be assigned to a Company, effective as practicable following of the Closing or prior thereto, all right, title and interest in the lessee’s or tenant’s interest in the Leased Real Property identified on Schedule 6.19 if a Company is not the lessee or tenant under the applicable Real Property Lease as of the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (NCR Voyix Corp)

Third Party Consents. As soon as practicable following Subject to Section 5.4 and without limiting the date hereofprovisions of, or the Parties’ obligations under, Section 5.4: (a) The Company will use all and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, their commercially reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the Transactions, (ii) required to be disclosed in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, or (iii) required to prevent a Company Material Adverse Effect from occurring prior to or after the Effective Time; provided, however, that the Company and Parent shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers and approvals under any of its or its Subsidiary’s respective Contracts are required to be obtained from parties to any Company Material Contracts in connection with the consummation of the transactions contemplated herebyTransactions and seeking any such actions, including all consents, waivers and approvals set forth in Section 3.3(bor waivers. (b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that either party shall fail to obtain any third partyThird Party consent described in the first sentence of this Section 5.18, including such party shall use its commercially reasonable efforts, and shall take any lessor such actions reasonably requested by the other party hereto, to minimize any adverse effect upon the Company and/or Parent, their respective Subsidiaries, and their respective businesses resulting, or licensor of Leased Real Propertywhich could reasonably be expected to result, conditions its grant of a after the Effective Time, from the failure to obtain such consent. (c) Except as otherwise provided in Section 5.4, waiver or in connection with obtaining any approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating from any Person with respect to this Agreementthe Transactions (x) without the prior written consent of Parent, none of the payment Company or any Subsidiary of a the Company shall pay or commit to pay to such Person whose approval or consent fee, “profit sharing” payment is being solicited any material amount of cash or other consideration, including increased rent payments make any material commitment or incur any material liability or other payments under the Contract or the provision of additional security obligation due to such Person and (including a guaranty), the Company y) neither Parent nor Merger Sub shall be responsible for making such payment, but shall not make required to pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration, make any such payment material commitment or provide incur any such consideration (if of any value exceeding $25,000 individually material liability or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyobligation.

Appears in 1 contract

Samples: Merger Agreement (Delta Natural Gas Co Inc)

Third Party Consents. As soon as practicable following (a) To the date hereof, the Company will use all reasonable efforts to obtain extent that any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts Third-Party Consent is required to be obtained listed in Section 3.4(c) of the Disclosure Letter, except with respect to any Third-Party Consent relating to each Advised Fund and Sub-Advised Fund discussed in Section 5.3(b) below, in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company Stockholders shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking use commercially reasonable efforts to obtain such consentsThird-Party Consent on or prior to the Closing Date; provided, waivers however, that notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates shall have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (b) The Sellers recognize that the consummation of the transactions contemplated in this Agreement will constitute an assignment and approvalstermination of the Advisory Contract with respect to each Advised Fund and Sub-Advised Fund under the terms of such Advisory Contracts and the Investment Company Act. As soon The Stockholders shall use commercially reasonable efforts to cause the Company and its subsidiaries to obtain, as promptly as practicable following the date hereof, the due consideration and approval by the board of directors or trustees (as applicable) of each Advised Fund and Sub-Advised Fund (each such approval, a “Fund Board Approval”) of, in accordance with section 15 of the Investment Company Act, an interim Advisory Contract with the Company or its subsidiary to be in effect as of the Closing Date, and a new Advisory Contract with the Company or its subsidiary, which shall deliver any notices be in all material respects on the same terms and conditions as the terms of the Company’s or its subsidiary’s existing Advisory Contract relating to such Advised Fund or Sub-Advised Fund (with the exception of the effective and termination dates of such Advisory Contract). To the extent Fund Board Approval has been obtained with respect to a new Advisory Contract relating to an Advised Fund or Sub-Advised Fund in accordance with this Section 5.3(b), the Stockholders shall use commercially reasonable efforts to cause the sponsor of such Advised Fund or Sub-Advised Fund to obtain, as promptly as practicable following the date of such Fund Board Approval, and, if required under the Investment Company Act, the due consideration and approval by the shareholders of such Advised Fund or Sub-Advised Fund (each such approval, a “Fund Shareholder Approval”) of such new Advisory Contract in accordance with section 15 of the Investment Company Act, the applicable rules thereunder or any of its applicable Order with respect to an Advised Fund or its Subsidiary’s respective Contracts that are required to be provided Sub-Advised Fund. All costs and expenses incurred in connection with obtaining Fund Shareholder Approval, including printing, mailing, and solicitation expenses, shall be paid by Parent on behalf of Sellers; provided, however, that Sellers shall include as a liability on the Estimated Closing Statement an accrual for the reasonable estimated costs and expenses to be incurred in connection with obtaining Fund Shareholder Approval (including printing, mailing, and solicitation expenses). (c) With respect to each Separate Account Client, the Stockholders shall use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, such consent of such Separate Account Client to the “assignment” of its Advisory Contract resulting from the consummation of the transactions contemplated herebyhereby as is required by the terms of such Advisory Contract and the Investment Advisers Act or state law or as otherwise set forth on Schedule 5.3(c) hereto (each such consent, a “Separate Account Consent”). The parties hereto agree that the Separate Account Consent for any such Advisory Contract shall be deemed given for all purposes of this Agreement as follows: (i) for those Advisory Contracts set forth on Schedule 5.3(c) and for all other Advisory Contracts for which written consent is required under Applicable Legal Requirements or Orders or the applicable Advisory Contract, upon receipt of written consent prior to the Closing Date; (ii) for Advisory Contracts (other than those set forth on Schedule 5.3(c)) for which consent other than written consent is sufficient under Applicable Legal Requirements and Orders and the applicable Advisory Contract, (x) upon receipt of written consent prior to the Closing Date or (y) if no such written consent is received, if 45 days shall have passed since the sending of a notice of the transactions contemplated by this Agreement and the related assignment of the applicable Advisory Contract (which notice must be sent by the Company to the Separate Account Client at least 45 days prior to the Closing Date); provided, however, that any Advisory Client who has informed the Company or any of its subsidiaries, whether orally or in writing, of its intention to terminate or seek a material modification of the fee terms of its Advisory Contract with the Company or its subsidiary or put its account up for bid prior to the Closing Date shall be deemed not to have provided its Separate Account Consent unless, as of the Closing Date, such notice shall have been rescinded or withdrawn. For purposes of this Agreement, whenever written consent is required of an Advisory Client for which the assets under management by the Company and its subsidiaries are less than $10 million, such requirement shall be deemed satisfied if the Advisory Client provides consent via electronic mail or other electronic communication, provided that (1) a copy of such electronic communication from the Advisory Client is received prior to Closing and shall be kept by the Company and (2) any request of an Advisory Client to provide Separate Account Consent by the use of electronic means may be sent to the Advisory Client only after a request for written Separate Account Consent from the Advisory Client shall have been made. The Company shall use commercially reasonable efforts to cause Advisory Clients that have not entered into an Advisory Contract to (1) execute an Advisory Contract with the Company prior to Closing and (2) provide written Separate Account Consent prior to Closing. (d) With respect to each Sponsored Fund, the Stockholders shall use commercially reasonable efforts to notify and obtain, as promptly as practicable following the date hereof, such consents of investors in each of the Sponsored Funds as required under Applicable Legal Requirements and Orders to the “assignment” of such Sponsored Fund’s Advisory Contract resulting from the consummation of the transactions contemplated hereby (each such consent, a “Sponsored Fund Consent”). (e) Each of the parties hereto shall cooperate, jointly plan, and share information with respect to all material communications with any Advisory Clients with respect to the transactions contemplated by this Agreement and the operation of the business of the Company and its subsidiaries following the Closing. All notices and related materials distributed to any Advisory Client by the Company or any of its subsidiaries in connection with obtaining any Client Consents or any other Third-Party Consents pursuant to this Section 5.3 shall be in form and substance reasonably acceptable to Parent, and to the extent not restricted under the terms of the applicable Advisory Contract or Applicable Legal Requirements and Orders, Parent shall be provided the opportunity to review and comment on all such notices and related materials at least 24 hours prior to their distribution. (f) Upon the request of the Sellers’ Representatives, Parent shall use commercially reasonable efforts to assist the Stockholders in obtaining the Third-Party Consents pursuant to this Section 5.3, to the extent reasonably requested by the Sellers’ Representatives; provided, however, that notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates shall have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (g) Notwithstanding anything else in this Agreement, the parties hereto agree that the receipt of any particular number of Client Consents (or revenue associated therewith) shall in no event be a condition to Parent’s obligation to consummate the transactions contemplated by this Agreement, nor shall the failure to receive any such consent serve as the basis for any claim by Parent that any other closing condition has not been satisfied or for any claim for indemnification.

Appears in 1 contract

Samples: Securities Purchase Agreement (Piper Jaffray Companies)

Third Party Consents. As soon (a) Upon the terms and subject to the conditions set forth in this Agreement, except as practicable following otherwise consented to by Buyer Parent in writing, between the date hereofSigning Date and the Closing, each of the Company will Parties shall, and shall cause its Affiliates to, use all reasonable efforts best endeavors to obtain any consentsobtain, waivers and approvals under any of its or its Subsidiary’s respective Contracts required cause to be obtained obtained, in an expeditious manner (i) Acceptable Extensions for the Extension Contracts and (ii) Acceptable Consents from any and all Persons (other than Governmental Entities, which are covered by Section 5.01) that may be required or reasonably advisable in connection with the consummation Transactions, including as may be required or reasonably advisable for the transfer of the transactions contemplated herebyTransferred Assets or the assumption of the Assumed Liabilities, or that are otherwise triggered as a result of the Transactions, including all consents, waivers and approvals Acceptable Consents in respect of those Contracts set forth in on Section 3.3(b) 2.06 of the Company Seller Parent Disclosure Letter. In Letter and any other Threshold Consents (collectively, the “Third-Party Consents”); provided, that neither Buyer Parent nor any of its Affiliates shall have any obligation in connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvalsany Third-Party Consents to, and shall, at without Buyer Parent’s requestconsent, include Seller Parent shall not and shall cause its Subsidiaries not to, (A) commence, defend or participate in any discussions litigation, (B) pay sums of money (other than payment by Seller Parent or communications its Subsidiaries of amounts expressly permitted in accordance with the immediately following sentence) or provide any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment guarantee or other consideration, including increased rent payments (C) incur any other Liability, (D) waive or other payments under amend any terms of the Contract or the provision of additional security (including a guaranty)underlying such Third-Party Consent, the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders this Agreement or any other Person for Contract to which Buyer Parent or such Affiliate is a party other than such waivers or amendments of the Contracts underlying such Third-Party Consents that constitute Permitted Consent Changes or (E) agree to any undertaking, or otherwise agree to any action, that would adversely affect Buyer Parent or such Affiliate or the Business other than with respect to Permitted Consent Changes. Seller Parent, its Affiliates (other than the Acquired Companies) or its Representatives shall bear any and all costs or expenses which are necessary in order to obtain Third-Party Consents or Acceptable Extensions; provided, that Seller Parent shall not, and shall cause its Affiliates and Representatives not to, pay or offer or agree to pay any fees, costs, claims, liabilities expenses or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any other sums of its or its Subsidiary’s respective Contracts that are required to be provided money in connection with obtaining any Third-Party Consents or Acceptable Extensions other than bona fide non-recurring fees not to exceed the consummation of the transactions contemplated herebyConsent Fee Cap.

Appears in 1 contract

Samples: Transaction Agreement (Viatris Inc)

Third Party Consents. As soon as practicable following (a) Notwithstanding anything else in this Agreement to the date contrary but subject in all cases to Section 8.2 hereof, this Agreement and the Company will use all Local Purchase Agreements shall not constitute an agreement to assign, license, sublicense, lease, sublease, convey or transfer at Closing any Asset (including any Action, Environmental Permit, Permit, Contract or Real Property Lease, Equipment Lease or any claim or right or any benefit arising thereunder or resulting therefrom) as to which consent or approval from any Person (including consents and approvals of Governmental Authorities but excluding consents and approvals from Sellers, the Analytical Technologies Companies or any Affiliate of Parent or Buyer) to assignment, license, sublicense, lease, sublease, conveyance or transfer thereof or amendment thereof is expressly required but has not been obtained as of the Closing Date unless and until such consent, approval or amendment is no longer required or has been obtained. At Sellers' sole cost and expense, Sellers and Buyer shall use, and cause each of their respective Subsidiaries to use, reasonable best efforts to obtain any consentssuch consent, waivers and approvals under any of its approval or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyamendment, including all consents, waivers and approvals after the Closing Date (except as set forth in Section 3.3(b2.5(a) of the Company Sellers' Disclosure LetterSchedule); provided, however, that neither Sellers or any of their Affiliates nor Buyer or any of its Affiliates shall be required to commence any litigation or grant any materially unreasonable accommodation or make any materially unreasonable payment to any third party. In connection with seeking such Upon obtaining the requisite consents, waivers and approvalsapprovals or amendments thereto, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals Asset shall be in a form reasonably acceptable transferred and assigned to Parent. Buyer hereunder without any additional consideration. (b) In the event and to the extent that (i) any Seller or any of its Subsidiaries is unable to obtain any consent, approval, Permit or amendment required to transfer, license, sublicense, lease, sublease, convey or assign any Purchased Asset to Buyer, or (ii) that any Designated Buyer or any of its Subsidiaries is unable to obtain any Buyer Approval, Sellers shall, and shall cause their Subsidiaries to, at Sellers' sole cost and expense (including professional fees and expenses) net of direct out-of-pocket costs of performing such obligations, use reasonable best efforts to (i) continue to hold, and, to the extent required by the terms applicable to such Asset, operate such Asset in the case of real or personal property and be bound thereby in the case of Contracts, and continue to hold and operate such portion of the Analytical Technologies Business or such Analytical Technologies Company, (ii) cooperate in any arrangement, reasonable and lawful as to the relevant Seller(s) and Buyer, designed to provide to Buyer or its Subsidiaries the benefits arising under such Purchased Asset, such portion of the Analytical Technologies Business or such Analytical Technologies Company, including accepting such reasonable direction as Buyer shall request of such Seller(s) and (iii) enforce at Buyer's request, or allow Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of Parent and its Affiliates under such Purchased Asset, such portion of the Analytical Technologies Business or such Analytical Technologies Company against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Buyer). Sellers shall, and shall cause their Subsidiaries to, without further consideration therefor, and without right of set-off, pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance. Buyer shall indemnify the Parent Indemnified Parties for all Damages arising out of any actions (or omissions to act) of Parent or any Retained Subsidiary taken at the specific direction of Buyer or any of its Subsidiaries (including any Analytical Technologies Company). (c) Notwithstanding anything else set forth in this Section 2.5, neither Sellers nor any of their Subsidiaries shall, in performing their respective obligations under this Section 2.5, be required to take any action that would, in the reasonable judgment of Parent's counsel, (i) result in a violation of any obligation which any Seller or any such Subsidiary has to any third party, including any lessor or licensor of Leased Real Propertyprovided that Sellers have used, conditions its grant of a consentand have caused their Subsidiaries and the Joint Ventures to use, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking reasonable best efforts to obtain the consent or waiver of such consentsobligation from such third party, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver or (ii) otherwise violate in any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebymaterial respect applicable Law.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (MDS Inc.)

Third Party Consents. As soon (a) Prior to the Closing, except as practicable following otherwise agreed by the date hereofparties, each party shall cooperate with the Company will other in connection with, and use all commercially reasonable efforts to make, obtain any or deliver (as applicable) the consents, waivers and approvals under any of its of, or its Subsidiary’s respective Contracts required notices to, Third Parties (other than Governmental Entities) that are reasonably necessary to be made, obtained or delivered (as applicable) in order to consummate and perform the transactions contemplated by this Agreement and the Ancillary Agreements, including those set forth on Section 3.6 of the Seller Disclosure Letter or Section 4.5 of the Buyer Disclosure Letter (collectively, the “Third Party Consents”). The aggregate costs (including consent fees except in accordance with the immediately following sentence, any incremental costs charged by such Third Parties in connection with Services) of (i) making, obtaining or delivering the Third Party Consents, including those Third Party Consents relating to services under the Transition Services Agreement (the “Services”), and (ii) notwithstanding the foregoing, the Separation, shall be 50213729.30 borne by Seller; provided, however, that the prior written consent of Buyer shall be required for Seller to compromise any right, asset or benefit, incur any Liabilities or make any accommodation that adversely affects any right, asset or benefit included in the Purchased Assets or the Business or that would constitute an Assumed Liability or a Reinsured Liability at the Closing (such consent not to be unreasonably withheld, conditioned or delayed). In the event that, in connection with any Third Party Consent for Services, the applicable Third Party does not impose a consent fee, but instead conditions its consent on an increase in the Third Party’s fees charged in connection with such Services, Seller will promptly inform Xxxxx in writing thereof, Seller and Xxxxx will discuss in good faith, and Xxxxx will have the right to consent to the increase (with such consent not to be unreasonably withheld, conditioned or delayed); provided that Seller shall use commercially reasonable efforts to structure the consent such that Seller pays the Third Party a consent fee rather than the Third Party conditioning the consent on an increase in the Third Party’s fees charged in connection with such Services. If Buyer reasonably withholds its consent, Seller shall either accept the Third Party’s terms and bear the incremental costs in connection with the consummation increase or provide the Service through an alternative arrangement acceptable to Buyer (such acceptance not to be unreasonably withheld, conditioned or delayed) and bear the incremental costs in connection with such alternative arrangement. For the avoidance of doubt, Seller or an Affiliate of Seller shall be the sole party that contacts or communicates with any customer, policyholder, vendor, supplier, distributor, broker, independent contractor, services provider, agent, ceding company or reinsurer of the Business concerning Third Party Consents. Seller or its Affiliate, as applicable, shall keep Buyer reasonably apprised of the status of the foregoing. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Third Party Consents contemplated by Section 5.9(a) shall not have been obtained by the Closing, (i) Seller and its Affiliates shall not, unless otherwise instructed or consented to in writing by Buyer (such consent not to be unreasonably withheld, conditioned or delayed), sell, transfer, assign or otherwise dispose of any such Purchased Asset for which a Third Party Consent has not been obtained and (ii) from and after the Closing until the expiration of the full potential term of the Transition Services Agreement, including each of the three (3) six- (6-) month extension periods, the parties shall continue to cooperate with each other and use their respective commercially reasonable efforts to obtain such Third Party Consents as promptly as reasonably practicable. (c) To the extent that any Purchased Asset may not be assigned, transferred, novated or conveyed to Buyer or an Affiliate of Buyer or any Service should not be provided under the Transition Services Agreement, in each case without a Third Party Consent that has not been obtained by the Closing, this Agreement shall not constitute an agreement to assign, transfer, novate or convey such Purchased Asset or provide such Service if an attempted assignment, transfer, novation, conveyance or provision would constitute a breach or other contravention thereof or would be ineffective or unlawful. (d) If, on the Closing Date, any Third Party Consent required to effect the assignment, transfer, novation or conveyance of any Purchased Asset to Buyer or to provide the relevant Service under the Transition Services Agreement, has not been obtained, or if an attempted assignment, transfer, novation or conveyance of any Purchased Asset or provision of any Service under the Transition Services Agreement would be ineffective or unlawful, then the 50213729.30 parties shall, and shall cause their respective Affiliates to, cooperate with each other and use commercially reasonable efforts to effect mutually agreeable, reasonable and lawful alternative arrangements under which, from and after the Closing until the expiration of the full potential term of the Transition Services Agreement, including each of the three (3) six- (6-) month extension periods, or the expiration date of the then current term of any Transferred Contract, in the case of any Transferred Contract, (i) Buyer, on the one hand, or Seller or one of its Affiliates, on the other hand, would, in compliance with applicable Law and, subject to and without limiting Section 5.11, obtain the benefits, assume the obligations, make all payments and otherwise bear the economic burdens associated with such Purchased Asset or receive or provide the Services, as applicable, in accordance with this Agreement, and, as applicable, pursuant to the Transition Services Agreement, including by Seller or its Affiliates or Buyer and its Affiliates, as applicable, establishing an agency, subcontracting, sublicensing or subleasing arrangement (subject to Buyer or indemnifying the Seller Indemnified Persons for any and all Liabilities arising out of or resulting from the provision of such Purchased Asset to Buyer or its Affiliates), including, if applicable, providing the Purchased Asset as a Service, and (ii) Seller would, and would cause its applicable Affiliates to, enforce for the benefit (and at the expense) of Buyer any and all of their respective rights against any Third Party associated with such Purchased Asset or Service, and pay, or cause its Affiliates to pay, to Buyer all monies actually received by Seller or any of its Affiliates in respect of such Purchased Asset. (e) The failure to obtain any Third Party Consent shall not (i) constitute a failure to satisfy any condition set forth in Article VI or (ii) relieve Buyer from its obligation to consummate the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) by this Agreement or any of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyAncillary Agreements.

Appears in 1 contract

Samples: Master Transaction Agreement (Arch Capital Group Ltd.)

Third Party Consents. As soon as practicable following (a) Buyer and the date hereofSeller shall take, the Company will use or cause to be taken by others, all commercially reasonable efforts steps to obtain any consentsand satisfy, waivers and approvals under any of its or its Subsidiary’s respective Contracts at the earliest practicable date, all Governmental Authorizations; provided, however, that the Seller shall not be required to be obtained incur any financial or other obligation in connection with therewith. (b) In addition to and without limiting the consummation foregoing, each of Buyer and the Seller acknowledges that its respective Notification and Report Form and documentary materials in respect of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) by this Agreement that substantially comply with the provisions of the Company Disclosure Letter. In connection with seeking such consentsXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, waivers and approvals, as amended (the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals“HSR Act”), and shallthe rules thereunder, at Parent’s requesthas been filed with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice , include Parent in and further agrees that it shall file or cause to be filed as soon as practicable any discussions form or communications report required by any other Governmental Body relating to antitrust matters if any such filing is required. Each of Buyer and the Seller shall (i) respond as promptly as practicable to any inquiries or requests received from any Governmental Body for additional information or documentation, (ii) not extend any waiting period under the HSR Act or enter into any agreement with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable Governmental Body not to Parent. In consummate the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including transactions contemplated by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, except with the payment prior written consent of a consent feethe other party, “profit sharing” payment (iii) use reasonable commercial efforts to obtain an early termination of the applicable waiting period under the HSR Act, (iv) make any further filings or other considerationinformation submissions pursuant thereto that may be reasonably necessary or advisable and (v) promptly make or cause to be made any filings or submissions required under any applicable foreign antitrust or trade regulation Legal Requirement. Neither party will be obligated (except as provided in the foregoing sentence) to take any action to obtain any clearance under the HSR Act or to resolve any objections that may be asserted by the applicable Governmental Body, including increased rent payments (without limitation) executing agreements, asserting or defending through litigation any claim asserted in any court, or selling, licensing or otherwise dealing with any of its assets or contractual rights. Each of Buyer and the Seller shall(A) promptly notify the other payments party of any written communication to that party or its Affiliates from any Governmental Body and, subject to applicable Legal Requirements, permit the other party to review in advance any proposed written communication to any of the foregoing, (B) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Body in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and participate thereat, and (C) to the extent permitted under applicable Legal Requirements, promptly furnish the other party with copies of all correspondence, filings, and written communications between such party and its Affiliates and their respective representatives, on the one hand, and any Governmental Body, on the other hand, with respect to this Agreement and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Legal Requirements or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such party shall use its reasonable commercial efforts to promptly communicate to the other party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Legal Requirements or cause the loss of the attorney-client privilege with respect thereto). (c) To the extent that Seller’s rights under any Contract or any other portion of the Property may not be assigned without the Consent of another person, this Agreement and the other Transaction Documents shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such Consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Contract or other Property in question so that Buyer would not acquire the provision benefit of additional security (including a guaranty)all such rights, the Company shall be responsible for making such paymentSeller, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Companymaximum extent permitted by law and the Contract or other Property, its shareholders or shall act after the Closing as Buyer’s agent in order to obtain for it the benefit of all such rights thereunder and shall cooperate with Buyer in any other Person for any costs, claims, liabilities or damages resulting from mutually agreeable arrangements to provide the Company seeking benefit of all such rights to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metalico Inc)

Third Party Consents. As soon as practicable following (a) The Equityholders, CGC and BSI will, at their cost and expense (and not at the date expense of the Companies) obtain or cause to be obtained all consents, waivers, approvals, amendments and authorizations required to satisfy the condition in Section 7.8 hereof. (b) The Equityholders, the Company will CGC, BSI and Acquiror shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to (i) obtain from Governmental Authorities and any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity (“Person”) all consents, waivers approvals, authorizations, qualifications and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with orders as are necessary for the consummation of the transactions contemplated herebyTransactions (provided, including that, other than the Equityholders, CGC’s and BSI’s obligations pursuant to Section 5.3(a), no party shall be required to (and the Companies shall not without the consent of Acquiror) incur direct costs or expenses for the foregoing consents and similar items in this clause), (ii) promptly make all consentsnecessary filings, waivers and approvals set forth thereafter make any other required submissions, with respect to this Agreement and the Ancillary Agreements required under applicable Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) (an “Order”) that is then in Section 3.3(b) effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the Company Disclosure LetterTransactions. In connection with seeking such consents, waivers furtherance and approvalsnot in limitation of the foregoing, the Company Equityholders, CGC, BSI and the Companies shall keep Parent informed permit Acquiror reasonably to participate in the defense and settlement of all developments material to the obtaining any claim, suit or cause of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request action relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract Ancillary Agreements or the provision of additional security (including a guaranty)Transactions, the Company shall be responsible for making and such payment, but parties shall not make settle or commit to make compromise any such payment claim, suit or provide any such consideration (if cause of any value exceeding $25,000 individually or $100,000 in the aggregate) action without ParentAcquiror’s prior written consent. In Notwithstanding anything herein to the event the Merger does not close for any reasoncontrary, Parent Acquiror shall not have be required by this Section 5.3 to take or agree to undertake any liability to action, including litigation or entering into any consent decree, hold separate order or other arrangement, including any of the Company, its shareholders foregoing that would (A) require the divestiture of any assets of Acquiror or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its affiliates or any portion of the assets of the Companies or the BSI Properties or (B) limit Acquiror’s freedom of action with respect to, or its Subsidiaryability to consolidate and control, the Companies or their assets or business or the BSI Properties or any of Acquiror’s respective Contracts that are required or its affiliates’ other assets or businesses or (C) limit Acquiror’s ability to be provided in connection acquire or hold, or exercise full rights of ownership with respect to, the consummation of the transactions contemplated herebyEquity Interests.

Appears in 1 contract

Samples: Acquisition Agreement (Summit Materials, LLC)

Third Party Consents. As soon as practicable To the extent that Seller’s rights under any Purchased Asset may not be assigned to 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; provided that, Seller shall hold such Purchased Asset in trust for the Buyer and the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Following the Closing and until the date that is one month following the date hereofClosing Date, the Company will Seller and Buyer shall use all commercially reasonable efforts best efforts, and shall cooperate with each other, to obtain any consentssuch required consent, waivers and approvals authorization, approval or waiver, or any release, substitution or amendment required to novate all obligations under any and all Purchased Assets or other liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of its or its Subsidiary’s respective Contracts all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such liabilities and obligations from and after the Closing; provided that neither Seller nor Buyer shall be required to be obtained pay any consideration therefor. Once such consent, authorization, approval, waiver, release, substitution or amendment is obtained, Seller shall absolutely assign, transfer, convey and deliver to Buyer the relevant Purchased Asset to which such consent, authorization, approval, waiver, release, substitution or amendment relates for no additional consideration. Applicable Transfer Taxes imposed in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining respect of such consentssale, waivers and approvalsassignment, and shalltransfer, at Parent’s request, include Parent in any discussions conveyance or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals license shall be paid in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection accordance with the consummation of the transactions contemplated herebySection 5.03.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaspien Holdings Inc.)

Third Party Consents. As soon as practicable following If, during the date hereofService Term or Extension Term, the Company will Provider discovers that it does not possess any Authorization required for the Provider to perform the Services in accordance with this Agreement, or additional Authorizations are needed to perform any Service, the Provider shall use all commercially reasonable efforts to obtain such Authorizations. All costs of obtaining any consentssuch Authorizations, waivers and approvals under including any of its or its Subsidiary’s respective Contracts payments that are required to any third party, shall be shared equally between the Parties. If, at any point during the Service Term or Extension Term, the Provider or the Recipient reasonably believes that the Provider is unable to provide such Service because of a failure to obtain any Authorization, the Provider shall use its commercially reasonable efforts to provide alternative services in the same quality, amount and manner as if such Authorization were obtained (the “Alternative Services”), and any costs, fees or expenses associated with such Alternative Services (excluding general overhead and any other direct or indirect internal costs incurred by the Provider in connection providing such Alternative Services) shall constitute Out-of-Pocket Costs hereunder and shall be borne by the Recipient. Notwithstanding the foregoing or anything to the contrary in any other agreement among the Parties, the Parties acknowledge and agree that for any Alternative Services required in relation to Information Technology set forth on Exhibit A, the Recipient may, at its option, obtain any Authorizations required for any software or services necessary for such Information Technology at the sole cost and expense of [the Provider][the Recipient], and the Provider shall, upon the Recipient exercising such option, continue to provide the Recipient with Alternative Services for such Information Technology in support of any such Authorizations obtained by the consummation Recipient hereunder, as needed, including, without limitation, by providing the Recipient with a cloned environment of the transactions contemplated hereby, including all consents, waivers Provider’s software and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent services that are used or in any discussions or communications way associated with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parentsuch Information Technology. In the event that any a third party, including any lessor party shall require the Recipient to contract directly with such third party for one or licensor of Leased Real Property, conditions more Services (rather than permit the Provider to utilize its grant of a consent, waiver own contract with such third party to perform one or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreementmore such Services), the payment Parties shall mutually agree on an adjustment to the Service Fees applicable to such Services hereunder. The Recipient shall reasonably cooperate with and assist the Provider in connection with obtaining any Authorizations necessary for the provision or receipt of a consent feethe Services. The Parties acknowledge that it may not be practical to try to anticipate and identify every possible legal, “profit sharing” payment or other considerationregulatory, including increased rent payments or other payments under the Contract or and logistical impediment to the provision of additional security (including Services hereunder. Accordingly, each Party will promptly notify the other Party if it reasonably determines that there is a guaranty)legal, regulatory, or logistical impediment to the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if provision of any value exceeding $25,000 individually or $100,000 in Service, and the aggregate) without Parent’s prior written consent. In Parties shall each use reasonable best efforts to overcome such impediments so that the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to Services may be provided otherwise in connection accordance with the consummation terms of the transactions contemplated herebythis Agreement.

Appears in 1 contract

Samples: Transition Services Agreement (Treasure Holdco, Inc.)

Third Party Consents. As soon Certain of the transfers contemplated by this Agreement are subject to various forms of third-party consents, including compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Act. Unocal and Buyer shall cooperate and shall promptly take such action as practicable following may be required to obtain all necessary consents prior to Closing. Unocal and Buyer agree that to the date hereofextent any contract, Permit or other Assets that would otherwise be assigned under this Agreement is not capable of being assigned, transferred, subleased or sublicensed without the Company will consent of, or waiver by any other party thereto, or any other Person, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof, or a violation of any law, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense of any such contract, Permit or Asset. With respect to each contract that, but for the reasons set forth in the first sentence of this Section, would be assigned, Unocal agrees to provide Buyer with the benefits (including the right to terminate any such contract or Permit in accordance with the terms thereof) of such contract, Permit or Asset, to the extent related to transactions or periods that occur at or after Closing, and to the extent it is possible to do so; and, if and to the extent such benefits are provided to Buyer, Buyer agrees to observe and perform such contract or Permit. Unocal shall continue to use all its reasonable efforts to obtain any consentsan assignment to Buyer of each contract, waivers and approvals under any of its Permit or its Subsidiary’s respective Contracts required to be obtained in connection with Asset that, but for the consummation of the transactions contemplated hereby, including all consents, waivers and approvals reasons set forth in Section 3.3(b) the first sentence of the Company Disclosure Letter. In connection with seeking such consentsthis Section, waivers and approvalswould be assigned; provided, the Company shall keep Parent informed of all developments material to the obtaining of such consentshowever, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but Unocal shall not make be required to pay any consideration or commit to make suffer any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking financial disadvantage to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyassignment.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Quicksilver Resources Inc)

Third Party Consents. As soon as practicable following (a) Notwithstanding anything to the date hereofcontrary in Section 2.02, there shall be excluded from the purchase and sale of the Purchased Assets contemplated by this Agreement any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract and any other asset or right which is not assignable or transferable without the consent of any Person other than the Asset Selling Corporations, the Company will Conveyed Companies, Pfizer, any Subsidiary of Pfizer or Purchaser, to the extent that such consent shall not have been given prior to the Closing; provided, however, that each of Pfizer and Purchaser shall have the continuing obligation after the Closing to use all commercially reasonable efforts to endeavor to obtain any consentsall necessary consents to the assignment thereof; provided, waivers and approvals under further, that neither Pfizer or any of its Affiliates nor Purchaser or any of its Subsidiary’s respective Contracts Affiliates shall be required to commence any litigation or offer or grant any material accommodation (financial or otherwise) to any third party. Upon obtaining the requisite third party consents thereto, such Real Property Leases, Equipment Leases, Intellectual Property Licenses, Assumed Contracts and other assets or rights, if otherwise included in the Purchased Assets, shall be transferred and assigned to Purchaser hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract or other asset or right that is not included in the Purchased Assets assigned to Purchaser at the Closing by reason of Section 2.03(a), after the Closing and until any requisite consent is obtained and the foregoing is transferred and assigned to Purchaser, the parties shall cooperate with each other, upon written request, in connection endeavoring to obtain for Purchaser, an arrangement to provide Purchaser with substantially comparable benefits thereof, and Purchaser hereby agrees to indemnify Pfizer and its Affiliates in respect of all Liabilities incurred by such Persons, except in cases of fraud, willful misconduct or gross negligence in relation to each such arrangement and the consummation of applicable underlying Contract or other asset or right. (c) Purchaser acknowledges that certain consents to the transactions contemplated herebyby this Agreement may be required from certain third parties (including parties to the Real Property Leases, including Equipment Leases, Intellectual Property Licenses and Assumed Contracts), and that such consents have not been and may not be obtained. Provided that Pfizer is in compliance with the provisions of subsections (a) and (b) above and has satisfied all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection required disclosure obligations under this Agreement with seeking respect to such consents, waivers and approvals, Purchaser agrees that the Company Aggregate Purchase Price shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvalsnot be reduced on account of, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers that Pfizer and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent Affiliates shall not have any liability to whatsoever arising out of or relating to, the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking failure to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices consents that may have been or may be required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation transactions contemplated by this Agreement or because of the default under or acceleration or termination of any Real Property Lease, Equipment Lease, Intellectual Property License, Assumed Contract or other Contract or right, as a result thereof. Purchaser further agrees that no representation, warranty or covenant of Pfizer contained herein shall be breached or deemed breached, and no condition to Purchaser’s obligations to consummate the transactions contemplated herebyby this Agreement shall be deemed not satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination. Notwithstanding the foregoing, nothing in this Section 2.03(c) shall limit in any way Pfizer’s obligation under Section 2.03(a).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Advanced Medical Optics Inc)

Third Party Consents. As soon as practicable following To the date hereofextent that any Real Property Lease, Personal Property Lease, Business Contract, Confidentiality Agreements or Business License is not assignable to any of the Company will AC Venture Companies without the consent of another Person that is a party thereto, ADA-ES shall use all its commercially reasonable efforts to obtain the consent of such other party to the assignment of any consentssuch Real Property Lease, waivers Personal Property Lease, Business Contract or Business License to the applicable AC Venture Company in all cases in which such consent is required for such assignment. If any such consent shall not be obtained, ADA-ES and approvals its Affiliates shall (i) continue to be bound thereby, (ii) cooperate with each AC Venture Company in any reasonable arrangement designed to provide to such AC Venture Company the benefits intended to be assigned to such AC Venture Company under the relevant Real Property Lease, Personal Property Lease, Business Contract or Business License, including enforcement of any and any rights of ADA-ES and its Affiliates against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise and (iii) enforce at the ECP Parties’ request, any rights of ADA-ES and its Affiliates under any such Real Property Lease, Personal Property Lease, Business Contract or Business License against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of its the foregoing in accordance with the terms thereof upon the request of the ECP Parties). ADA-ES, without further consideration therefor, and without right of set-off, shall pay and remit to the appropriate AC Venture Company promptly all monies, rights and other considerations received in respect of such performance; provided that, the respective AC Venture Company shall reimburse ADA-ES for the direct, out-of-pocket costs reasonably incurred by ADA-ES after the Closing in performing ADA-ES’s obligations under such Contracts that cannot be assigned. Each of the AC Venture Companies shall use commercially reasonable efforts to perform any portion of any such lease, Contract or license of which the benefits are being provided to such AC Venture Company in accordance with this Section 1.8 to the same extent required of ADA -ES or its Subsidiary’s respective Contracts required Affiliates in such lease, Contract or license. Nothing contained in this Section 1.8 shall limit or impair the ECP Parties’ rights in Section 7.3 (Conditions to be obtained in connection with the consummation Obligations of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guarantyECP Parties), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Joint Development Agreement (Ada-Es Inc)

Third Party Consents. As soon as practicable following Prior to the date hereofClosing Date, the Company will use Seller, at its sole expense, shall obtain all reasonable efforts to obtain any consents, waivers permits and approvals under from parties to any contracts or other agreements with the Seller that relate to the Business or any of its or its Subsidiary’s respective Contracts the Assets, and from governmental and regulatory authorities, that may be required to be obtained in connection with the consummation performance by the Seller of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to obligations under this Agreement, the payment continuance of a consent fee, “profit sharing” payment such contracts or other considerationagreements after the Closing, including increased rent payments the assignment of such contracts or other payments under agreements to the Contract or Buyer and the provision continued validity and effectiveness of additional security (including a guaranty), all Permits after the Company Closing. All such consents shall be responsible for making such payment, but in writing and executed counterparts thereof shall be delivered to the Buyer at or prior to the Closing. The Seller shall not make agree to any modification of any contract, agreement or commit to make Permit in the course of obtaining any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event any such consent or approval is not obtained and the Merger does not close for any reasonBuyer chooses to waive, Parent shall not have any liability in part, this Section 6.9 on or prior to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereofClosing Date, the Company Seller shall deliver assist the Buyer in obtaining any notices required such approval or consent after the Closing Date until such time as such consent or approval has been obtained, and the Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under any such instrument, contract, lease or permit or other agreement or arrangement, including performance by the Seller as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of its such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyapproval had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ithaca Industries Inc)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material Notwithstanding anything to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent contrary in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment Access Rights and Easements identified on Schedule 16.2 require the consent or approval of a third party, and if such consent feeis not obtained prior to Closing, “profit sharing” payment such Access Rights and Easements for which required consent has not been obtained shall be assigned to Purchaser at Closing on the following basis, terms and conditions: (1) Seller shall assign such Access Rights and Easements subject to and effective only at such time as such consent is obtained; (2) Seller shall continue to use reasonable and diligent efforts, at its cost and expense, to obtain any such consent or other considerationapproval after the Closing Date; (3) until such time as such consent has been obtained, including increased rent payments Seller will cooperate in all reasonable respects with the Purchaser in any lawful and economically feasible arrangement to provide that the Purchaser shall receive the interest of the Seller in the benefits under any such Access Rights and Easements (except that any such arrangement shall not require performance by Seller as agent) provided that the Purchaser shall undertake to and shall pay or other payments satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor if such consent or approval had been obtained; and (4) Purchaser shall have no obligations or liabilities under or with respect to such Access Rights and Easements until the Contract earlier of (i) the date such consent is obtained and (ii) the date that Purchaser receives the benefits thereunder, and then only for obligations or liabilities arising thereunder or with respect thereto after such date. If this transaction closes on the provision of additional security (including a guaranty)foregoing basis, the Company shall be responsible for making such payment, but shall not make or commit Assignment and Assumption Agreement pertaining to make any such payment or provide any Access Rights and Easements where such consideration (if required consent has not been obtained as of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reasonClosing, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection contain appropriate provisions consistent with the consummation provisions of the transactions contemplated hereby.this Paragraph 16.2. 18

Appears in 1 contract

Samples: Timberland Purchase and Sale Agreement (Pope Resources LTD Partnership)

Third Party Consents. As soon Certain of the transfers contemplated by this Agreement are subject to various forms of third-party consents, including compliance with the provisions of the Hart-Xxxxx-Xxxxxx Xxx. Unocal (with Buyer's cooperation) shall promptly take such action as practicable following may be required to obtain all necessary consents prior to Closing. Unocal and Buyer agree that to the date hereofextent any contract, Permit or other Assets that would otherwise be assigned under this Agreement is not capable of being assigned, transferred, subleased or sublicensed without the Company will consent of, or waiver by any other party thereto, or any other Person, or if such assignment, transfer, sublease or sublicense or attempted assignment, transfer, sublease or sublicense would constitute a breach thereof, or a violation of any law, this Agreement shall not constitute an assignment, transfer, sublease or sublicense, or an attempted assignment, transfer, sublease or sublicense of any such contract, Permit or Asset. With respect to each contract that, but for the reasons set forth in the first sentence of this Section, would be assigned, Unocal agrees to provide Buyer with the benefits (including the right to terminate any such contract or Permit in accordance with the terms thereof) of such contract, Permit or Asset, to the extent related to transactions or periods that occur at or after Closing, and to the extent it is possible to do so; and, if and to the extent such benefits are provided to Buyer, Buyer agrees to observe and perform such contract or Permit. Unocal shall continue to use all its reasonable efforts to obtain any consentsan assignment to Buyer of each contract, waivers and approvals under any of its Permit or its Subsidiary’s respective Contracts required to be obtained in connection with Asset that, but for the consummation of the transactions contemplated hereby, including all consents, waivers and approvals reasons set forth in Section 3.3(b) the first sentence of this Section, would be assigned; provided, however, that Unocal shall not be required to pay any consideration or suffer any financial disadvantage to obtain such assignment. Buyer recognizes and assumes full responsibility for obtaining any required Governmental Approvals and Governmental Lessor Approvals relating to transfer of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material Assets only to the obtaining extent such approvals or consents are normally obtained after Closing, and shall furnish Unocal with proof of such consents or approvals. Unocal agrees to cooperate with Buyer in obtaining such post-Closing approvals or consents, waivers and approvals, and shall, at Parent’s request, include Parent . Unocal shall have no obligation to incur any expenses or any fees to assist Buyer in obtaining such approvals or consents. Buyer agrees that if it is unable to obtain any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable such post-Closing consent required to Parent. In assign the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating interests being conveyed pursuant to this Agreement, the payment of a it will pursue such consent fee, “profit sharing” payment or other considerationusing all means available, including increased rent payments legal action, without incurring unreasonable expense, at its sole cost and expense, and will indemnify and hold Unocal and Pipeline harmless from and against any and all Claims arising from Unocal's conveying such interests prior to obtaining all applicable consents to assign. As to any and all third-party consents which are not listed on Schedule 9.11, which are asserted post-Closing and which defeat or other payments under the Contract or the provision extinguish Unocal's conveyance of additional security (including a guaranty)an Asset, the Company shall Unocal and Buyer agree to apply retroactively Section 10.5 with respect thereto in order to treat such consents as though they were consents which were known but were unable to be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s obtained prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyClosing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Brown Tom Inc /De)

Third Party Consents. As soon as practicable following the date hereof, the Company will Seller and Buyer shall each use all their reasonable best efforts to timely obtain any consentsapproval, waivers and approvals under any of its consent, license, sublicense, permit, waiver, order qualification or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals authorization (a) set forth in Section 3.3(b3.6 of the Seller Disclosure Letter (including the provision of services under the Transition Services Agreement) (other than those set forth on Section 5.13 of the Seller Disclosure Letter) and (b) such other approval, consent, license, sublicense, permit, waiver, order qualification or authorization not set forth on Section 5.13 of the Seller Disclosure Letter as Buyer shall indicate to Seller with prior written notice (provided, however, that any such requirement to use reasonable best efforts to timely obtain such approval, consent, license, sublicense, permit, waiver, order qualification or authorization shall commence only upon Seller’s receipt of such notice) (each of (a) and (b), a “Third-Party Consent”), in each case, with the other party’s participation and cooperation and in form and substance reasonably satisfactory to Seller and Buyer. Buyer and Seller each shall pay fifty percent (50%) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed costs of all developments material to the obtaining of such consents, waivers Third-Party Consents and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a recapturekill fees” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security penalties (including a guaranty), the Company shall be responsible penalties for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregateunused minimum volume commitments) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with procuring any such Third-Party Consent; provided that, to the consummation extent such costs, fees or penalties are more than de minimis amounts, neither Buyer nor Seller shall have any obligation to expend such amounts. For the avoidance of doubt, the transactions contemplated herebyterm “Third-Party Consent” when used in this Section 5.13 shall in no way be construed to mean an “approval,” “consent,” “license,” “sublicense,” “permit,” “waiver,” “order,” “qualification” or “authorization” from a Government Entity except to the extent such Government Entity is a counterparty to any third-party Contract with Seller, Buyer or any of their respective Affiliates.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Jefferies Group Inc /De/)

Third Party Consents. As soon as practicable following the date hereof(a) The Stockholders, the Company Purchasers and Sellers will cooperate and use all their respective commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including as promptly as practicable following Closing all consents, approvals and waivers and approvals set forth in Section 3.3(b) which have not been obtained as of the Company Disclosure LetterClosing Date required by third Persons to transfer the Included Contracts in a manner that will avoid any default, conflict or termination of rights under such Included Contracts. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 11.10(a) shall require the Stockholders, Purchasers or Sellers to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such consent, approval or waiver. Purchasers shall, however, pay any license transfer fees required in order to obtain the consent to assignment to Purchasers of any license agreement included among the Included Contracts that Purchasers agree to assume following the Closing. (b) In connection with seeking such the event that any and all consents, approvals or waivers necessary for the assignment, transfer or novation of any Included Contract, or any claim, right or benefit arising thereunder or resulting therefrom, or consents relating to sale of substantially all of the Assets, shall not have been obtained prior to the Closing Date, then as of the Closing, this Agreement, to the extent permitted by Law, shall constitute full and approvals, the Company shall keep Parent informed equitable assignment by Sellers to Purchasers of all developments material of Sellers’ right, title and interest in and to, and all of Sellers’ obligations and liabilities as of the Effective Time under, such Included Contract, and Purchasers shall each be deemed Sellers’ agent for purposes of completing, fulfilling and discharging the Assumed Obligations under any such Included Contract. The parties shall take all reasonably necessary steps and actions to provide Purchasers with the benefits of such Included Contracts, and to relieve Sellers of the performance and other obligations thereunder arising after the Effective Time. Purchasers agree to pay, perform and discharge, and Purchasers agree to indemnify Sellers from and against and hold Sellers harmless with respect to, all obligations and liabilities of Sellers relating to such performance or failure to perform under such Included Contracts arising after the Effective Time. To the extent required in order to obtain a consent, approval or waiver to the obtaining transfer of any Included Contract, JAKKS agrees to pay, perform and discharge all obligations and liabilities of Sellers relating to such consents, waivers and approvals, and shall, at Parent’s request, include Parent in performance or failure to perform under any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parentsuch Contract arising after the Effective Time. In the event that the Purchasers are unable to receive the full benefits of any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a Included Contract as to which consent, approval or waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreementhas not been obtained, for the payment purpose of a consent feecalculating the Base, “profit sharing” payment or other consideration, including increased rent payments or other payments under Adjusted Gross Profit for the Contract or the provision of additional security (including a guaranty), the Company prior year shall be responsible for making equitably reduced in the amount of the Fiscal Year 2005 Adjusted Gross Profit attributable to the products sold under such paymentIncluded Contract, but shall not make or commit to make any such payment or provide any such consideration (if Purchasers receive the full benefits of any value exceeding $25,000 individually or $100,000 in Included Contract for part but not all of the aggregateentire Earn-Out Period, for the purpose of calculating the Base for each Review Period following the end of the period during which such benefits have been obtained by Purchasers, Adjusted Gross Profit for the prior year shall be equitably reduced by an amount equal to the Adjusted Gross Profit attributable to the products sold under such Included Contract during the twelve month period immediately preceding the end of the period during which Purchasers obtain the benefits of such Included Contract. (c) without Parent’s prior written consent. In the event Sellers shall be unable to make the Merger does equitable assignment described in Section 11.10(b), or if such attempted assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers or Purchasers under such Included Contract, or would not close assign all of Sellers’ rights thereunder at the Closing, Sellers and Purchasers shall continue to cooperate and use reasonable commercial efforts to provide Purchasers with all such rights. To the extent that any such consents and waivers are not obtained, or until the impediments to such assignments are resolved, Sellers shall use reasonable commercial efforts to (i) provide to Purchasers, at their request, the benefits of any such Included Contract, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchasers, and (iii) enforce, at the request of and for the account of Purchasers, any reasonrights of Sellers arising from any such Included Contract against any third Person, Parent including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchasers. To the extent that Purchasers are provided the benefits of any Included Contract referred to herein (whether from Sellers or otherwise), Purchasers shall not have any liability perform the obligations of Sellers thereunder, and Purchasers agree to pay, perform and discharge, and Purchasers shall and hereby agree to indemnify Sellers from and against and hold Sellers harmless with respect to, all obligations and liabilities of Sellers relating to such performance or failure to perform (but only to the Company, its shareholders extent such obligations or any other Person for any costs, claims, liabilities or damages resulting arise solely from acts of Purchaser after the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyEffective Time).

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Jakks Pacific Inc)

Third Party Consents. As soon as practicable Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Acquired Asset (including any Assumed Contract or Customer Agreement) or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of the rights of such third party or in any way adversely affect the rights of the Seller Companies or, upon transfer, Purchaser thereunder. Seller and Purchaser will use good faith reasonable efforts (but without any payment of money or incurrence of any additional liability by them) to obtain the consent of the other parties to any such Acquired Asset or any claim or right or benefit arising thereunder for the assignment thereof to Purchaser during the 60 days following the date hereofClosing Date, as Purchaser may reasonably request and direct. During such period, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of Seller Companies shall exercise or exploit its or its Subsidiary’s respective Contracts required to be obtained rights in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining respect of such consentsAcquired Asset only as reasonably directed by Purchaser and at Purchaser’s expense. If such consent shall be obtained, waivers then Seller shall promptly assign its rights and approvals, obligations thereunder to Purchaser without payment of consideration and Purchaser shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, without the payment of any consideration therefor, assume such rights and obligations. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Purchaser thereunder so that Purchaser would not in fact receive all rights in respect of the Acquired Assets, Seller and Purchaser will, as soon as reasonably practicable subsequent to the expiration of such 60 day period, cooperate in a consent fee, “profit sharing” payment or other considerationmutually agreeable arrangement, including increased rent payments sub-contracting, sub-licensing or other payments under re-licensing to Purchaser, designed to provide Purchaser with the benefits intended to be assigned to Purchaser hereunder with respect to the underlying Acquired Asset at the Closing, including in the case of any Acquired Asset that is an Acquired Contract or Customer Agreement, enforcement of rights thereunder at the provision cost and for the account of additional security (including a guaranty)Purchaser and, provided Purchaser receives all such benefits, Purchaser shall pay or satisfy any liabilities with respect to such Acquired Contract or Customer Agreement as and when they are due, to the Company extent Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Nothing in this Section 2.3 shall be responsible for making such paymentdeemed a waiver by Purchaser of its right to have received an effective assignment of all the Acquired Assets, but nor shall not make or commit this Section 2.3 be deemed to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability constitute an agreement to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting exclude from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver Acquired Assets any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided assets described in connection with the consummation of the transactions contemplated herebySection 1.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn Traffic Co)

Third Party Consents. As soon as practicable following (a) To the date hereof, extent that any Third-Party Consent is required (i) under any Contract to which the Company will use all reasonable efforts is a party or (ii) in the case of Advisory Contracts relating to obtain any consentsSub-Advised Funds, waivers and approvals under any for the approval of its or its Subsidiary’s respective Contracts required to be obtained a new Advisory Contract, in either case in connection with the consummation of the transactions contemplated herebyby this Agreement (including, including all consentswithout limitation, waivers the Recapitalization), the Seller and approvals set forth in Section 3.3(b) of the Principals shall, and shall cause the Company Disclosure Letter. In connection with seeking to, use commercially reasonable efforts to obtain such consents, waivers and approvals, the Company shall keep Parent informed of all developments material Third-Party Consent on or prior to the obtaining of such consentsClosing Date; provided, waivers and approvalshowever, and shall, at Parent’s request, include Parent that notwithstanding anything to the contrary in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, except in connection with obtaining any Fund Board Approvals or Fund Shareholder Approvals, neither the payment Seller nor any of a consent fee, “profit sharing” payment its Affiliates shall have any obligation under this Agreement to pay any money or other considerationconsideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents. (b) In furtherance (and without limitation) of Section 6.4(a) above, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty)with respect to each Sub-Advised Fund, the Company Seller and the Principals shall, and shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from cause the Company seeking to, use commercially reasonable efforts to obtain such consentsobtain, waivers and approvals. As soon as promptly as practicable following the date hereof, the due consideration and approval by the board of directors or trustees (as applicable) of such Sub-Advised Fund (each such approval, a “Fund Board Approval”) of, in accordance with section 15 of the Investment Company Act, a new Advisory Contract with the Company or the Purchaser or its Affiliate to be in effect as of the Closing Date (and subject to the Closing), in all material respects on the same terms and conditions as the terms of the Company’s existing Advisory Contract relating to such Sub-Advised Fund (with the exception of the effective and termination dates of such Advisory Contract) or otherwise in form and substance reasonably satisfactory to the Purchaser. To the extent Fund Board Approval has been obtained with respect to a new Advisory Contract relating to a Sub-Advised Fund in accordance with this Section 6.4(b), the Seller and the Principals shall, and shall deliver any notices required under any cause the Company to, use commercially reasonable efforts to cause the sponsor of such Sub-Advised Fund to obtain, as promptly as practicable following the date of such Fund Board Approval, the due consideration and approval by the shareholders of such Sub-Advised Fund (each such approval, a “Fund Shareholder Approval”) of such new Advisory Contract in accordance with section 15 of the Investment Company Act. (c) In furtherance (and without limitation) of Section 6.4(a) above, with respect to each Separate Account Client, the Seller and the Principals shall, and shall cause the Company to, use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, such consent of such Separate Account Client to the “assignment” of its or its Subsidiary’s respective Contracts that are required to be provided in connection with Advisory Contract resulting from the consummation of the transactions contemplated herebyhereby as is required by the terms of such Advisory Contract and the Investment Advisers Act (each such consent, a “Separate Account Consent”). The parties hereto agree that the Separate Account Consent for any such Advisory Contract shall be deemed given for all purposes of this Agreement as follows: (i) for those Advisory Contracts set forth in Section 6.4(c) of the Seller Disclosure Letter, upon receipt of written consent prior to the Closing Date, (ii) for all other such Advisory Contracts, (A) if written consent is required under Applicable Law or the applicable Advisory Contract, upon receipt of written consent prior to the Closing Date, or (B) if consent other than written consent is sufficient under Applicable Law and the applicable Advisory Contract, (x) upon receipt of a written consent prior to the Closing Date or (y) if no such written consent is received, if 60 days shall have passed since the sending of a notice of the transactions contemplated by this Agreement and the related assignment of the applicable Advisory Contract (which notice must be sent by the Company to the Separate Account Client at least 60 days prior to the Closing Date); provided, however, that any Advisory Client who has informed the Company or any Seller, whether orally or in writing, of its intention to terminate or seek a material modification of the terms of its Advisory Contract with the Company, withdraw assets under management by the Company (other than in the ordinary course of business consistent with past practice), put its account up for bid or refuse or delay its consent prior to the Closing Date shall be deemed not to have provided its Separate Account Consent unless, as of the Closing Date, such notice shall have been rescinded or withdrawn. (d) In furtherance (and without limitation) of Section 6.4(a) above, with respect to each Sponsored Fund, the Seller and the Principals shall, and shall cause the Company to, use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, such consents of investors in each of the Sponsored Funds representing a majority-in-interest of the limited partners or members of such Sponsored Fund (as applicable) to the “assignment” of such Sponsored Fund’s Advisory Contract resulting from the consummation of the transactions contemplated hereby (each such consent, a “Sponsored Fund Consent”). (e) The Seller, the Principals and the Purchaser shall cooperate, jointly plan and share information with respect to all material communications with any Advisory Clients with respect to the transactions contemplated by this Agreement and the operation of the Business following the Closing. All notices and related materials distributed to any Advisory Clients by the Seller or the Company in connection with obtaining any Client Consents or any other Third-Party Consents pursuant to this Section 6.4 shall be in form and substance reasonably acceptable to the Purchaser, and to the extent not restricted under the terms of the applicable Advisory Contract or Applicable Law, the Purchaser shall be provided the opportunity to review and comment on all such notices and related materials within a reasonable period of time prior to their distribution. (f) Upon the request of the Seller, the Purchaser shall use commercially reasonable efforts to assist the Seller and the Company in obtaining the Third-Party Consents pursuant to this Section 6.4, to the extent reasonably requested by the Seller; provided, however, that notwithstanding anything to the contrary in this Agreement, except as set forth in Section 12.4, neither the Purchaser nor any of its Affiliates shall have any obligation under this Agreement to pay any money or other consideration to any Person or to initiate any claim or proceeding against any Person in order to obtain any Third-Party Consents.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Piper Jaffray Companies)

Third Party Consents. As soon as practicable following (a) The purchase and sale of the date hereofServicing Rights are subject to Seller’s obtaining, at its sole cost and expense, the Company will related Third Party Consents. Seller shall use all reasonable its best efforts to obtain any consentseach Third Party Consent no later than fifteen (15) days prior to each applicable Transfer Date unless other dates are agreed to by the parties. Any Third Party Consent may be a blanket consent covering future transfers. Purchaser shall cooperate with Seller in obtaining the Third Party Consents and shall timely respond to all reasonable requests from the Investor or other third party concerning Purchaser and its business operations. Seller shall notify Purchaser in writing immediately upon obtaining the Third Party Consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation Seller shall provide a copy of the transactions contemplated herebyThird Party Consents to Purchaser. Seller shall pay any and all transfer fees and related amounts charged to obtain any Third Party Consent. (b) If Seller fails, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent to obtain any applicable Third Party Consent from the applicable parties before March 10, 2000, the Bulk Offering Transfer Date and Initial Flow Offering Transfer Date for the Mortgage Loans for which consent has not been obtained will be extended and Seller shall continue to seek to obtain any applicable Third Party Consents. If such Third Party Consents are not obtained by May 10, 2000, then (i) Seller shall, no later than two (2) Business Days thereafter, return to Purchaser any portion of the Purchase Price already paid by Purchaser, plus interest thereon at the daily Federal Funds Rate in effect from the date of any such payment to the date of such reimbursement and (ii) concurrently with such reimbursement, Purchaser shall reconvey the related Servicing Rights and associated documents to Seller, in the same manner as Seller’s conveyance of such Servicing Rights and documents to Purchaser hereunder (including all representations and warranties relating to Purchaser’s ownership of such Servicing Rights and all corresponding officer’s certificates). Immediately thereafter, the applicable Servicing Rights shall revert to Seller, and Purchaser shall forward to Seller, within fifteen (15) days after receipt of such portion of the Purchase Price, all servicing records and all documents in Purchaser’s possession relating to the subject of such repurchase. Except for Seller’s repayment obligation and Purchaser’s reconveyance obligation to Seller, as described in the preceding sentence, neither Seller nor Purchaser shall have any liability obligation hereunder to the Company, its shareholders or other with respect to any other Person Servicing Rights for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that which Investor consents are required to be provided in connection with the consummation of the transactions contemplated herebynot obtained.

Appears in 1 contract

Samples: Servicing Rights Purchase and Sale Agreement (PHH Corp)

Third Party Consents. As soon as practicable following Prior to the date hereofClosing Date, the Company will use Seller, at its sole expense, shall obtain all reasonable efforts to obtain any consents, waivers permits and approvals under from parties to any contracts or other agreements with the Seller that relate to the Business or any of its or its Subsidiary’s respective Contracts the Assets, and from governmental and regulatory authorities, that may be required to be obtained in connection with the consummation performance by the Seller of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to obligations under this Agreement, the payment continuance of a consent fee, “profit sharing” payment such contracts or other considerationagreements after the Closing, including increased rent payments the assignment of such contracts or other payments under agreements to the Contract or Buyer and the provision continued validity and effectiveness of additional security (including a guaranty), all Permits after the Company Closing. All such consents shall be responsible for making such payment, but in writing and executed counterparts thereof shall be delivered to the Buyer at or prior to the Closing. The Seller shall not make agree to any modification of any contract, agreement or commit to make Permit in the course of obtaining any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event any such consent or approval is not obtained and the Merger does not close for any reasonBuyer chooses to waive, Parent shall not have any liability in part, this Section 8.8 on or prior to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereofClosing Date, the Company Seller shall deliver assist the Buyer in obtaining any notices required such approval or consent after the Closing Date until such time as such consent or approval has been obtained; and the Seller will cooperate with the Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of the Seller in the benefits under any such instrument, contract, lease or permit or other agreement or arrangement, including performance by the Seller as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of its such benefit to the extent the Buyer would have been responsible therefor hereunder if such consent or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyapproval had been obtained.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ithaca Industries Inc)

Third Party Consents. As soon (a) Notwithstanding anything else in this Agreement to the contrary, this Agreement and the Local Purchase Agreements shall not constitute an agreement to assign, license, sublicense, lease, sublease, convey or transfer at Closing any Action, Asset, Environmental Permit, Permit, Contract or Real Property Lease, Equipment Lease or any claim or right or any benefit arising thereunder or resulting therefrom as practicable following to which consent or approval from any Person (including consents and approvals of Governmental Authorities but excluding consents and approvals from the date hereofSellers, the Company will use all B&K Companies, any Subsidiary of a B&K Company, any Affiliate of ASD or Buyers) to assignment, license, sublicense, lease, sublease, conveyance or transfer thereof or amendment thereof is required but has not been obtained as of the Closing Date unless and until such consent, approval or amendment is no longer required or has been obtained; provided, however, to the extent not inconsistent with the terms of any Action, Asset, Environmental Permit, Permit, Contract, Real Property Lease or Equipment Lease, the parties shall, with respect to the Americas B&K Business, treat Americas Buyer or any Designated Buyer, as the case may be, and with respect to the International B&K Business, treat International Buyer or any Designated Buyer, as the case may be, as the owner thereof for Tax purposes; provided, further, that neither ASD or any of its Affiliates nor the Buyers or any of their Affiliates shall be required to commence any litigation or offer, pay any money or otherwise grant any accommodation (financial or otherwise) to any third party. ASD and the Americas Buyer and International Buyer (as relevant) shall use, and cause each of their Subsidiaries to use, commercially reasonable efforts to obtain any consentssuch consent, waivers assignment, approval or amendment, including after the Closing Date, and all consideration paid to a third party to obtain any such consent, assignment, approval or amendment will be borne equally by ASD and the Buyers. To the extent the requisite consents or approvals thereto is not obtained by the Closing Date, such Action, Asset, Environmental Permit, Permit, Contract, Real Property Lease or Equipment Lease shall be transferred and assigned to the relevant Buyer or the applicable Stock Buyer or Asset Buyer hereunder without consideration therefor. (b) In the event and to the extent that ASD or any Retained Subsidiary is unable to obtain any required consent, approval or amendment required to transfer, license, sublicense, lease, sublease, convey or assign any Purchased Asset to the Americas Buyer, the International Buyer or one or more of the Designated Buyers, ASD shall, and shall cause the Retained Subsidiaries to, use reasonable commercial efforts to (i) continue to hold, and to the extent required by the terms applicable to such Asset, operate such Asset, for the benefit of the relevant Buyer, and be bound thereby in the case of Contracts, (ii) cooperate in any arrangement, reasonable and lawful as to ASD and Buyers, designed to provide to the relevant Buyer or its Subsidiaries the benefits arising under such Purchased Asset, including accepting such reasonable direction as the relevant Buyer shall request of ASD and (iii) enforce at the relevant Buyer’s request, or allow the relevant Buyer and its Affiliates to enforce in a commercially reasonable manner, any rights of ASD and its Affiliates under such Purchased Asset against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of the relevant Buyer); provided, however, that the costs and expenses (including professional fees and expenses) incurred by ASD or its Affiliates at the relevant Buyer’s request with respect to subclause (iii) shall be borne solely by such Buyer. ASD shall, and shall cause the Retained Subsidiaries to, without further consideration therefor, and without right of set off, pay and remit to Buyer (without any deduction or withholding for Tax) promptly all monies, rights and other considerations received in respect of such performance. International Buyer or Americas Buyer, as the case may be, shall indemnify the ASD Indemnified Parties for all Damages arising out of any actions (or omission to act) of ASD or any Retained Subsidiary taken at the direction of Buyer or any of its or Subsidiaries. (c) Notwithstanding anything else set forth in this Section 2.5, neither ASD nor any other of its Subsidiary’s respective Contracts Subsidiaries shall be required to be obtained take any action that would (i) result in connection with the consummation a violation of any obligation which ASD or any such Subsidiary has to any third party or (ii) otherwise violate applicable Law. (d) Subject to Sections 2.5(c) and 7.3, Buyers acknowledge that certain consents to the transactions contemplated herebyby this Agreement may be required from certain third parties (including parties to Actions, including all consentsEnvironmental Permits, waivers Permits, Contracts, Real Property Leases and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvalsEquipment Leases), and shallthat such consents have not been and may not be obtained; provided that ASD is in compliance with the provisions of subsections (a) and (b) above and Section 7.3, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers Buyers agree that ASD and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent Affiliates shall not have any liability to whatsoever arising out of or relating to, the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking failure to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices consents that may have been or may be required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation transactions contemplated by this Agreement or because of the default under or acceleration or termination of any Actions, Environmental Permits, Permits, Contracts, Real Property Leases and Equipment Leases or other right, as a result thereof. Buyers further agree that no representation, warranty or covenant of ASD contained herein shall be breached or deemed breached, and no condition to Buyers’ obligations to consummate the transactions contemplated herebyby this Agreement shall be deemed not satisfied as a result of the failure to obtain any such consent or as a result of any such default, acceleration or termination.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (American Standard Companies Inc)

Third Party Consents. As soon as practicable following the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in In connection with the consummation Joint Venture Transaction, and notwithstanding any provision of the transactions contemplated herebySupply Agreement to the contrary, including all consentsCTI acknowledges and agrees that Manufacturer shall have no obligation whatsoever to manufacture the Bulk Product or to supply any Finished US Goods (for CTI, waivers RIT or any other party), whether pursuant to the Supply Agreement or otherwise, unless and approvals set forth in Section 3.3(buntil CTI has obtained written consents to the Joint Venture Transaction (including, without limitation, the licensing or sublicensing to RIT of intellectual property rights with respect to the Product) from the other parties to the following license and sublicense agreements (with copies of such written consents to be provided to Manufacturer) such that RIT thereupon and thereafter maintains rights under such agreements that are substantially similar to CTI’s rights (relative to the Company Disclosure LetterProduct) as existed immediately prior to the Amendment Date: (a) Sublicense Agreement, [***]; (b) Sublicense Agreement, [***]; (c) Sublicense Agreement, [***]; (d) Nonexclusive Agreement, [***]; and (e) License Agreement, [***]. In connection with seeking such consentsthe Joint Venture Transaction, waivers and approvals, notwithstanding any provision of the Company shall keep Parent informed of all developments material Supply Agreement to the obtaining of such consentscontrary, waivers CTI further acknowledges and approvalsagrees that Manufacturer shall have no obligation whatsoever to manufacture the Bulk Product or to supply any Finished US Goods (for CTI, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders RIT or any other Person for party), whether pursuant to the Supply Agreement or otherwise, unless and until (i) CTI has assigned to RIT that certain License Agreement, dated November 28, 2007, by and between CTI and [***] such that RIT thereupon and thereafter maintains rights under such agreement that are no less than CTI’s rights (relative to the Product) as existed prior to any costsactivities associated with the Joint Venture Transaction and (ii) CTI and Manufacturer mutually terminate that certain Sublicense Agreement, claimsdated December 21, liabilities 2007, by and between CTI and Manufacturer (with reference to the [***]) and concurrently therewith RIT and Manufacturer enter into a Sublicense Agreement in the same form and substance thereof. Notwithstanding the foregoing, so long as Manufacturer has not received any oral or damages resulting written notice from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under third party of breach or alleged breach of any of its the above-referenced license and sublicense agreements as a result of or its Subsidiary’s respective Contracts that are required otherwise relating to be provided in connection with the consummation Joint Venture Transaction or any of the transactions contemplated herebyin connection therewith, Manufacturer shall continue to have the obligation to deliver and supply, and shall deliver and supply, to CTI any Finished US Goods subject to the accepted purchase orders that remain outstanding as of the Amendment Date (i.e., purchase orders 33791 and 33897) (the “Confirmed POs”) in accordance with the terms and conditions of the Supply Agreement. For the avoidance of doubt, consistent with Section 4, the price for any Finished US Goods subject to the Confirmed POs shall be the Manufacturing Cost Plus [***]; provided, however, so long as CTI makes payment to BIIB with respect to purchase order 33791 within [***] days of the Amendment Date, such price shall be [***] (which represents Manufacturing Cost Plus [***]).

Appears in 1 contract

Samples: Supply Agreement (Spectrum Pharmaceuticals Inc)

Third Party Consents. As soon as reasonably practicable following the date hereof, (i) the Company will shall use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in on Section 3.3(b) of the Company Disclosure Letter, and (ii) without in any way limiting the foregoing clause (i), the Company shall use its reasonable best efforts to obtain the consents, waivers and approvals set forth on Schedule 6.8 hereto. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent reasonably informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s reasonable request, include Parent in any discussions or communications with any parties Persons whose consent, waiver or approval is sought hereunderunder this Section 6.8. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders stockholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. If the lessor or licensor under any Lease Document conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise requires in response to a notice or consent request regarding this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible (to the extent reasonable) for making all such payments or providing all such additional security. As soon as reasonably practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s Subsidiaries’ respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Answers CORP)

Third Party Consents. As soon Except for the Necessary Consents and such consents set forth on Schedule 5.10 hereto (the “Required Consents”), Parent acknowledges that certain consents and waivers with respect to the Merger may be required from parties to Contracts to which the Company is a party and that such consents and waivers have not been obtained. Except with respect to the Necessary Consents and the Required Consents, Parent agrees that the Company and its affiliates shall not have any liability whatsoever to Parent arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the Merger or because of the termination of any Contract as practicable following a result thereof. Prior to the date hereofClosing, the Company will shall cooperate with Parent, upon the request of Parent, in any reasonable manner in connection with Parent obtaining any such consents and waivers; provided that such cooperation shall not include any requirement of the Company or any of its affiliates to expend money, commence, defend or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third Person. The Company shall use all its commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, including all consents, waivers and approvals consents set forth in Section 3.3(b) of the Company Disclosure Letteron Schedule 5.10 hereto. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material Notwithstanding anything to the obtaining of such consentscontrary herein, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In if the event that any third party, including any lessor or licensor of Leased Real Property, under any Lease conditions its grant of a consent, waiver or approval consent (including by threatening to exercise a “recapture” or other termination right) upon upon, or otherwise require requires in response to a notice or consent request relating to regarding this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, consideration (including increased rent payments or other payments under the Contract payments), or the provision of additional security (including a guaranty), the Company Parent shall be solely responsible for making all such payment, but shall not make payments or commit to make any providing all such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyadditional security.

Appears in 1 contract

Samples: Merger Agreement (Agilysys Inc)

Third Party Consents. As soon as practicable following the date hereofThe Company shall, the Company will and shall cause each Subsidiary to, reasonably cooperate with Parent at Parent’s request, and use reasonable best efforts, to (a) obtain all reasonable efforts to obtain any consents, approvals or waivers (including waivers of any fees, rights of first offer or refusal, buy/sell rights, and approvals under profit sharing) from any of its or its Subsidiary’s respective Contracts required to be obtained third party in connection with the consummation of the transactions contemplated herebyTransactions reasonably requested by Parent, including all consents, waivers and approvals those set forth in Section 3.3(b1.2 of the Disclosure Schedule and those which are parties to agreements and documentation described in Section 7.19 of the Disclosure Schedule (collectively, the “Third Party Consents”), and (b) assist Parent with the preparation and negotiation of, participation with, and delivery to, any third party of any required notices or similar documents as may be reasonably requested by Parent in connection with the Transactions; provided, however, that the Company shall not be required under this Section 7.19 to compensate any third party, make any accommodation commitment or incur any liability or obligation to any third party to obtain any such consent or approval, unless Parent or its Affiliates agree to compensate any such third party on the Company’s behalf or to promptly reimburse the Company for any payments made or liabilities to any such third party, in each case in connection with obtaining such consents or approvals, and the Company shall not compensate or agree to compensate any such third party, make any accommodation commitment or incur any liability or obligation to any such third party in connection with obtaining such consents or approvals without the prior written consent of Parent. Notwithstanding anything to the contrary herein, (i) Parent and Merger Sub acknowledge and agree that it is not a condition to the Closing to obtain any Third Party Consents and (ii) a breach by the Company or its Subsidiaries of their obligations under this Section 7.19 shall not constitute a breach of this Agreement or a breach for purposes of Article IX or a breach of the condition precedent set forth in Section 8.2(b), unless such breach is a willful and material breach. Without limiting the obligations of the Company Disclosure Letter. In under the foregoing, in connection with seeking obtaining any consent, approval or waiver or providing any notice or similar documents under this Section 7.19, Parent shall have (i) primary responsibility for contacting and obtaining such consents, waivers approvals or waiver from the counterparties to whom such consent, approval or waiver is being sought or providing such notices or similar documents, as applicable, and approvals(ii) the right to direct the overall strategy in obtaining any such consent, approval or waiver or providing any such notice or similar document; provided that Parent will consult in advance with the Company shall keep Parent informed of all developments material regarding any such discussions and negotiations and give the Company notice and an opportunity to the obtaining of participate in any communication with such consents, waivers and approvalsthird parties, and shallthe Company, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers shall initiate and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making facilitate such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyactivities.

Appears in 1 contract

Samples: Merger Agreement (Forest City Realty Trust, Inc.)

Third Party Consents. As soon (A) WEC and Purchaser will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable following all consents, approvals and waivers required by third Persons to transfer the date hereofContracts, Intellectual Property, Technology, Permits and the Company capital stock of the Sold Subsidiaries to Purchaser in a manner that will avoid any default, conflict, or termination of rights under the Contracts, Intellectual Property, Technology and Permits. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.4 shall (i) require Sellers or Purchaser to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such covenant, approval or waiver or (ii) alter, diminish or otherwise affect Purchaser's rights under Section 6.2(c). (B) In the event that any and all consents, approvals or waivers necessary for the assignment, transfer or novation of any Contract, Intellectual Property, Technology or Permit, or any claim, right or benefit arising thereunder or resulting therefrom, or consents relating to a change in control of any Sold Subsidiary, shall not have been obtained prior to the Closing Date, then as of the Closing, this Agreement, to the extent permitted by Law, shall constitute full and equitable assignment by Sellers to Purchaser of all of Sellers' right, title and interest in and to, and all of Sellers' obligations and liabilities under, such Contract, Intellectual Property, Technology and Permits, and, in the case of Contracts, Purchaser shall be deemed Sellers' agent for purpose of completing, fulfilling and discharging all of Sellers' liabilities under any such Contract. The parties shall take all necessary steps and actions to provide Purchaser with the benefits of such Contracts, Intellectual Property, Technology and Permits, and, in the case of Contracts, to relieve Sellers of the performance and other obligations thereunder, including entry into subcontracts for the performance thereof. Purchaser agrees to pay, perform and discharge, and indemnify Sellers against and hold Sellers harmless from, all obligations and liabilities of Sellers relating to such performance or failure to perform under such Contracts. (C) In the event Sellers shall be unable to make the equitable assignment described in Section 5.4(b), or if such attempted assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers or Purchaser under such Contract, Intellectual Property or Technology, or would not assign all Sellers' rights thereunder at the Closing, Sellers and Purchaser shall continue to cooperate and use all reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection provide Purchaser with all such rights. To the consummation of the transactions contemplated hereby, including all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event extent that any third partysuch consents and waivers are not obtained, including any lessor or licensor of Leased Real Propertyuntil the impediments to such assignment are resolved, conditions its grant of a consentSellers shall use all reasonable efforts (without the expenditure, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate, of any material sum) without Parent’s prior written consentto (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Contract, to the extent related to the Business, or of any such Intellectual Property or Technology, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and (iii) enforce, at the request of and for the account of Purchaser, any rights of Sellers arising from any such Contract, Intellectual Property or Technology against any third Person including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. In To the extent that Purchaser is provided the benefits of any Contract, Intellectual Property or Technology referred to herein (whether from Sellers or otherwise), Purchaser shall perform at the direction of Seller and for the benefit of any third Person the obligations of Sellers thereunder or in connection therewith, and Purchaser agrees to pay, perform and discharge, and indemnify Sellers against and hold Sellers harmless from, all obligations and liabilities of Sellers relating to such performance or failure to perform (but only to the extent such obligations or liabilities arise solely from acts of Purchaser after the Closing Date) and in the event the Merger does not close for any reasonof a failure of such indemnity, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.Sellers

Appears in 1 contract

Samples: Asset Purchase Agreement (CBS Corp)

Third Party Consents. As soon as practicable following The Acquired Company shall make such applications to the date hereof, the Company will use all reasonable efforts to obtain any consents, waivers Franchise authorities and approvals under any of its other third parties identified on Schedule 3.13 whose consent or its Subsidiary’s respective Contracts approval is required to be obtained in connection with for the consummation of the transactions contemplated hereby, including all consents, waivers and shall otherwise use its best efforts to obtain such consents and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material prior to the Consummation. The Buyer shall use its best efforts to assist Sellers and shall take such actions as may reasonably be necessary in obtaining such consents and approvals and shall cooperate with Sellers in the preparation, filing and prosecution of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any applications. The parties whose consent, waiver or approval is sought hereunder. Such consents, waivers agree to use best efforts to obtain such consents and approvals shall be in a writing and in form and substance reasonably acceptable to Parentthe Buyer. In Sellers shall not agree to any materially adverse change in any Franchise as a condition to obtaining any consent or approval necessary for the event transfer of such Franchise unless the Buyer shall otherwise consent in writing. The Buyer agrees that any third partyit shall not seek amendments or modifications to Franchises or agreements. The Buyer shall furnish Sellers with copies of such documents and information with respect to the Buyer, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request financial information and information relating to this Agreementcable and other operations of the Buyer and its affiliated or related companies, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided Sellers may reasonably request in connection with obtaining any of such consents or approvals or as may be reasonably requested by any Franchise authority or other third party in connection with obtaining any consent or approval. Sellers' obligations hereunder with respect to obtaining any consent or approval shall be satisfied if the consummation of Buyer has executed a new franchise or contract with the transactions contemplated herebyrespective Franchise authority or other third party or if such Franchise authority or other third party has indicated in writing that it is willing to execute a new franchise or contract with the Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (NexHorizon Communications, Inc.)

Third Party Consents. As soon as practicable following the date hereof, the Company will (a) Seller and Buyer shall each use all commercially reasonable efforts to obtain (and shall use commercially reasonable efforts to cooperate with each other in obtaining) any consentsconsents or approvals required from third parties (other than Governmental Approvals, waivers and approvals under any of its which shall be governed by Section 5.3) to assign, convey or its Subsidiary’s respective Contracts required to be obtained transfer the Transferred Assets in connection with the consummation of the transactions contemplated hereby, including all by this Agreement and the Ancillary Agreements (such required consents, waivers the “Third-Party Consents”); provided that neither Party will be obligated to pay any amounts or provide other consideration to any such third parties or agree to other concessions in connection with obtaining or seeking to obtain any Third-Party Consent and approvals set forth in Section 3.3(b) neither Party shall have any liability whatsoever for failure to obtain any Third-Party Consent. Each of the Company Disclosure LetterParties shall keep the other reasonably informed, on a timely basis, as to the progress of such Third-Party Consents and provide copies of all letters, correspondence, and other material documents to or from any third party with respect thereto. In connection Notwithstanding anything to the contrary in this Agreement, none of Seller nor any of its Subsidiaries shall agree to any material modification of any term of or condition in any Transferred Contract or commit on behalf of Buyer or the TMA Business to any post-Closing obligation, in each case, in order to obtain Third-Party Consent, except with seeking such consentsthe prior written consent of Buyer. Regardless of whether any Third-Party Consent is obtained prior to the Closing with respect to a Transferred Asset, waivers and approvals(i) Buyer shall pay, or cause to be paid, the Company full Purchase Price at the Closing without the transfer, conveyance, assignment or delivery of such Transferred Asset and (ii) the Closing shall keep Parent informed proceed without the transfer conveyance, assignment or delivery of all developments material such Transferred Asset. (b) Notwithstanding anything in this Agreement to the obtaining of such consentscontrary, waivers and approvalsthis Agreement shall not constitute an assignment, and shallsale, at Parent’s requesttransfer, include Parent in conveyance, delivery, license or sublicense or an attempted assignment, sale, transfer, conveyance, delivery, license or sublicense, with respect to any discussions Transferred Asset, or communications with any parties whose consentright thereunder if an assignment, waiver sale, transfer, conveyance, delivery, license or approval is sought hereunder. Such consentsother provision, waivers and approvals shall be in a form reasonably acceptable to Parent. In without the event that Third-Party Consent of, or other action by, any third party, including any lessor or licensor of Leased Real Property, conditions its grant of would constitute a consent, waiver or approval (including by threatening to exercise a “recapture” breach or other termination rightcontravention of the terms of such Transferred Asset or would in any way adversely affect the rights of Buyer or Seller or any of their respective Subsidiaries relating to such Transferred Assets. (c) upon To the extent that any Transferred Asset cannot be transferred to Buyer at or after the Closing in compliance with Section 5.5(a) and Section 5.5(b), Seller and its Subsidiaries shall use commercially reasonable efforts to (i) provide Buyer and its Affiliates or Subsidiaries with the economic benefits and burdens that would accrue if such Transferred Assets were assigned and transferred to them as of the Closing and (ii) cooperate with Buyer and its Affiliates or Subsidiaries, at Buyer’s expense, to enforce any rights available against any other party to such Transferred Asset. No member of the Seller Group shall materially amend, supplement, extend or otherwise require materially modify the terms of such Transferred Asset in response any manner adverse to a notice the TMA Business or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment Buyer and its Affiliates or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s Subsidiaries unless Buyer gives its prior written consent. In Buyer shall, as agent or subcontractor for the event applicable member of the Merger does not close Seller Group, pay, perform and discharge fully the Liabilities of such member of the Seller Group with respect to such Transferred Asset from and after the Closing Date. Each member of the Seller Group shall hold in trust for and pay to Buyer promptly upon receipt thereof, any reasonincome, Parent shall not have any liability proceeds and other monies received by such member of the Seller Group to the Companyextent related to any Transferred Asset in accordance with this arrangement under this Section 5.5(c). (d) When the requisite Third-Party Consent is obtained, its shareholders or the applicable Transferred Asset shall be deemed to have been automatically assigned and transferred to Buyer on the terms set forth in this Agreement for no additional consideration and without the requirement of any further action of any other Person for any costsPerson, claimsas of the Closing, liabilities or damages resulting from except to the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following extent the date hereofof such Third-Party Consent is deemed by applicable Law to have occurred on another date, the Company shall deliver any notices required under any in which case, as of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebysuch date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teradata Corp /De/)

Third Party Consents. As soon as practicable following (a) This Agreement shall not constitute a sale, assignment or transfer of any Purchased Asset if such sale, assignment or transfer: (i) requires the date hereofconsent or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement and such consent or waiver has not been obtained prior to the Closing, or (ii) violates applicable Law. (b) Following the Company will Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to obtain any such required consent or waiver, or any release, substitution or amendment required to novate all Liabilities under any and all Assigned Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Buyer shall be solely responsible for such Liabilities from and after the Closing Date; provided, however neither Seller nor Buyer shall be required to pay any consideration therefor. Once such consent, waiver, release, substitution or amendment is obtained, Seller shall sell, assign and transfer to Buyer the relevant Purchased Asset to which such consent, waiver, release, substitution or amendment relates for no additional consideration. Applicable sales, transfer and other similar Taxes in connection with such sale, assignment or transfer shall be paid by Buyer in accordance with Section 5.11. (c) To the extent that any Purchased Asset or Assumed Liability cannot be transferred to Buyer in accordance with this Section 1.07, Buyer and Seller shall use commercially reasonable efforts to obtain any consentsenter into such arrangements (such as subleasing, waivers sublicensing or subcontracting) to provide to the Parties the economic and, to the extent permitted under applicable Law, operational equivalent of the transfer of such Purchased Asset and/or Assumed Liability to Buyer as of the Closing. Buyer shall, as agent or subcontractor for Seller, pay, perform and approvals discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Date. To the extent permitted under any of its or its Subsidiary’s respective Contracts required applicable Law, Seller shall, at Xxxxx's expense, hold in trust for and pay to be obtained Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Seller from and after the Closing Date, to the extent related to such Purchased Asset in connection with the consummation of arrangements under this Section 1.07. Seller shall be permitted to set off against such amounts all direct costs associated with the transactions contemplated hereby, including all consents, waivers retention and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining maintenance of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated herebyPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salona Global Medical Device Corp)

Third Party Consents. As soon (a) In the event that as of the Closing Date any required consents, approvals and waivers have not been obtained by the parties, the Stockholders, Purchasers and Sellers will cooperate and use their respective commercially reasonable efforts to obtain as promptly as practicable following Closing all consents, approvals and waivers which have not been obtained as of the date hereofClosing Date required by third Persons to transfer the Assumed Contracts in a manner that will avoid any default, conflict or termination of rights under the Company will Assumed Contracts. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 7.10(a) shall require the Stockholders, Purchasers or Sellers to expend any material sum, make a material financial commitment or grant or agree to any material concession to any third Person to obtain any such consent, approval or waiver. (b) In the event that any and all consents, approvals or waivers necessary for the assignment, transfer or novation of any Assumed Contract, or any claim, right or benefit arising thereunder or resulting therefrom, or consents relating to sale of substantially all of the Assets, shall not have been obtained prior to the Closing Date, then as of the Closing, this Agreement, to the extent permitted by Law, shall constitute full and equitable assignment by Sellers to Purchasers of all of Sellers' right, title and interest in and to, and all of Sellers' obligations and liabilities as of the Effective Time under, such Assumed Contract, and Purchasers shall each be deemed Sellers' agent for purposes of completing, fulfilling and discharging the Assumed Obligations under any Assumed Contract. The parties shall take all reasonably necessary steps and actions to provide Purchasers with the benefits of such Contracts, and to relieve Sellers of the performance and other obligations thereunder arising after the Effective Time. Purchasers agrees to pay, perform and discharge, and Purchasers agree to indemnify Sellers against and hold Sellers harmless from, all obligations and liabilities of Sellers relating to such performance or failure to perform under such Contracts arising after the Effective Time. To the extent required in order to obtain a consent, approval or waiver to the transfer of any Contract described in Section 7.10(a), JAKKS agrees to pay, perform and discharge all obligations and liabilities of Sellers relating to such performance or failure to perform under any such Contract arising after the Effective Time. (c) In the event Sellers shall be unable to make the equitable assignment described in Section 7.10(b), or if such attempted assignment would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers or Purchasers under such Contract, or would not assign all of Sellers' rights thereunder at the Closing, Sellers and Purchasers shall continue to cooperate and use all reasonable efforts to obtain provide Purchasers with all such rights. To the extent that any consentssuch consents and waivers are not obtained, waivers or until the impediments to such assignments are resolved, Sellers shall use all reasonable efforts to (i) provide to Purchasers, at their request, the benefits of any such Contract, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchasers, and approvals under (iii) enforce, at the request of and for the account of Purchasers, any rights of its or its Subsidiary’s respective Contracts required Sellers arising from any such Contract against any third Person, including the right to be obtained elect to terminate in connection accordance with the consummation terms thereof upon the advise of Purchasers. To the transactions contemplated herebyextent that Purchasers are provided the benefits of any Contract referred to herein (whether from Sellers or otherwise), including Purchasers shall perform the obligations of Sellers thereunder, and Purchasers agree to pay, perform and discharge, and Purchasers agree to indemnify Sellers against and hold Sellers harmless from, all consents, waivers obligations and approvals set forth in Section 3.3(b) liabilities of the Company Disclosure Letter. In connection with seeking Sellers relating to such consents, waivers and approvals, the Company shall keep Parent informed of all developments material performance or failure to perform (but only to the obtaining extent such obligations or liabilities arise solely from acts of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In Purchaser after the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guarantyEffective Time), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers and approvals. As soon as practicable following the date hereof, the Company shall deliver any notices required under any of its or its Subsidiary’s respective Contracts that are required to be provided in connection with the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Jakks Pacific Inc)

Third Party Consents. As soon as practicable following Seller and the date hereof, the Company will Companies shall use all their commercially reasonable efforts to obtain any consents, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection with at the consummation of the transactions contemplated hereby, including earliest practicable date all consents, waivers and approvals set forth in Section 3.3(b) of the Company Disclosure Letter. In connection with seeking such from, and provide all notices to, all Persons, including Governmental Bodies, which consents, waivers waivers, approvals and approvalsnotices are required to consummate, or in connection with, the Company shall keep Parent informed of all developments material to the obtaining of such consents, waivers and approvals, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including transactions contemplated by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, including the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain such consents, waivers waivers, approvals and approvalsnotices referred to in Sections 3.2(b) and 4.3(b) hereof. As soon as practicable following the date hereofof this Agreement, Purchaser, Seller and the Company Companies shall deliver any notices required under any reasonably cooperate in good faith to file with the United States Federal Trade Commission and the Antitrust Division of its or its Subsidiary’s respective Contracts that are the United States Department of Justice the notifications and other information required to be provided in connection filed under the HSR Act with the consummation of respect to the transactions contemplated hereby. Each party warrants that all such filings shall be, as of the date filed, in form and substance in accordance with the requirements of the HSR Act in all material respects. Each of Purchaser, Seller and the Companies agrees to make available to the other such information as each of them may reasonably request relative to its business, assets and property (including, in the case of Seller and the Companies, the business of owning, managing and operating the Company ATM’s) as may be required of each of them to file such notifications and other information and any additional information requested by such agencies under the HSR Act. As required by the terms of the HSR Act, Purchaser will fund the payment of the filing fees in connection with all notifications and filings under the HSR Act; provided, however, Seller agrees to reimburse to Purchaser 50% of the filing fees in connection with all notifications and filings under the HSR Act on the date that such notifications and filings are filed.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardtronics Inc)

Third Party Consents. As soon as practicable following the date hereof, the Company will (a) Seller and Buyer shall cooperate with each other and each of Seller and Buyer shall use all its commercially reasonable efforts to obtain any consents, waivers consents and approvals under any of its or its Subsidiary’s respective Contracts that may be required to be obtained from third parties in connection with the consummation transactions contemplated by this Agreement and the Ancillary Agreements; provided that the obtaining of any such consent or approval shall not be deemed to be a condition to the obligations of the parties to consummate the transactions contemplated hereby, including all consents, waivers and approvals set forth in . This Section 3.3(b5.7 shall not apply to (x) of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material to the obtaining of such Client consents, waivers and approvalswhich shall be governed exclusively by Section 5.2, and shall, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such (y) the obtaining of consents, approvals and waivers and approvals of Governmental Authorities, which shall be governed exclusively by Section 5.5. (b) Notwithstanding anything to the contrary in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, if any Purchased Asset is not able to be transferred to Buyer, except with the payment consent, approval or authorization of a consent feeany third-party, “profit sharing” payment and such consent, approval or other considerationauthorization has not been obtained on or prior to the Closing, including increased rent payments or other payments under (i) the Contract or transfer of such Purchased Asset shall not be effective as of the provision of additional security (including a guaranty)Closing Date, the Company but rather such Purchased Asset shall be responsible for making transferred to Buyer only upon such paymenttime as such consent, but approval or authorization has been obtained, (ii) Seller and Buyer shall, and shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reasoncause their respective Affiliates to, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking use commercially reasonable efforts to obtain such consentsconsent, waivers and approvals. As soon approval or authorization as promptly thereafter as practicable after the Closing Date, and (iii) to the extent permitted under any relevant underlying Contract and subject to applicable Law, Seller shall use its commercially reasonable efforts to provide Buyer or its Affiliates (as applicable) with the rights and benefits of such Purchased Asset, and Buyer or its Affiliates (as applicable) shall assume all obligations and burdens thereunder. (c) Seller shall not be required to and, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), shall not agree to, amend or modify any Assumed Contract in to order to obtain any consent, approval or authorization required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Upon the reasonable request of Buyer (any such request to be made no later than 30 days following the date hereof), Buyer and Seller shall amend (i) Exhibit E to include any Contract relating to the Company shall deliver Business to which Seller is a party (other than any notices required under Contract which also relates to any Excluded Business), and (ii) Section 2.14 of its the Seller Disclosure Schedule to include any Intellectual Property (other than any Intellectual Property set forth on Exhibit B-2) that is (A) owned by Seller or its Subsidiary’s respective Contracts that are required Affiliates, (B) necessary for Buyer and its Affiliates to be provided in connection with operate the consummation of Business after the transactions contemplated herebyClosing, and (C) primarily related to the Business during the 365 day period ending on the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprott Inc.)

Third Party Consents. As soon as practicable following Notwithstanding anything to the date hereofcontrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Governmental Approval, Contract, or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the Company will consent of a third party would constitute a breach or violation thereof or affect adversely the rights of the Buyer or Seller thereunder; and any transfer or assignment to the Buyer by Seller of any interest therein or thereunder that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall continue to use all reasonable efforts to obtain any consentssuch approval or consent after the Closing Date until such time as such consent or approval has been obtained, waivers and approvals under any of its or its Subsidiary’s respective Contracts required to be obtained in connection Seller will cooperate with the consummation Buyer in any lawful and economically feasible arrangement to provide that the Buyer shall receive the interest of Seller in the transactions contemplated herebybenefits thereunder, including all consentsperformance by Seller, waivers and approvals set forth in Section 3.3(b) as agent, if economically feasible, provided that the Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of the Company Disclosure Letter. In connection with seeking such consents, waivers and approvals, the Company shall keep Parent informed of all developments material benefit to the obtaining of extent the Buyer would have been responsible therefor hereunder if such consents, waivers consent or approval had been obtained. Seller shall pay and approvalsdischarge, and shallshall indemnify and hold the Buyer harmless from and against, at Parent’s request, include Parent in any discussions or communications with any parties whose consent, waiver or approval is sought hereunder. Such consents, waivers and approvals shall be in a form reasonably acceptable to Parent. In the event that any third party, including any lessor or licensor all out-of-pocket costs of Leased Real Property, conditions its grant of a consent, waiver or approval (including by threatening to exercise a “recapture” or other termination right) upon or otherwise require in response to a notice or consent request relating to this Agreement, the payment of a consent fee, “profit sharing” payment or other consideration, including increased rent payments or other payments under the Contract or the provision of additional security (including a guaranty), the Company shall be responsible for making such payment, but shall not make or commit to make any such payment or provide any such consideration (if of any value exceeding $25,000 individually or $100,000 in the aggregate) without Parent’s prior written consent. In the event the Merger does not close for any reason, Parent shall not have any liability to the Company, its shareholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain or obtaining any such consents, waivers and approvalsconsent or approval whether before or after the Closing Date. As soon as practicable following Nothing in this Section shall be deemed a waiver by the date hereof, the Company shall deliver any notices required under any Buyer of its right to have received on or its Subsidiary’s respective Contracts that are required to be provided in connection with before the consummation Closing an effective assignment of all of the transactions contemplated herebyAssets nor shall this Section be deemed to constitute an agreement to exclude any assets from the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)