Third Person Consents. Each of the parties hereto shall use its commercially reasonable efforts to cooperate with and assist the other party hereto in obtaining any third Person consents or amendments necessary for the performance of the Services hereunder, including, without limitation, any required consent or amendment under any software license. The Receiving Party shall pay for (pursuant to Article III) the costs and expenses of obtaining any such consents or amendments. In the event that the parties hereto are unable to obtain any required consent or amendment, they shall negotiate in good faith reasonable modifications of the applicable Services such that such consents or amendments are not required.
Third Person Consents. Without limiting the generality of the parties’ obligations in Section 5.8, each of SpinCo and the Company shall use its reasonable best efforts, after having consulted with Parent, to promptly give notice to or procure the consent of any third Person that is entitled to notice, or whose consent to assignment (or waiver thereof) is required, in connection with the consummation of the Spin-Off. Notwithstanding the foregoing, neither the Company nor SpinCo shall be required in connection with obtaining the consent of any third Person that is not a Governmental Entity to agree to (i) the payment of any consideration (monetary or otherwise) to such third Person, (ii) the concession or provision of any right to such third Person, or (iii) the amendment or modification in any manner adverse to the Company or SpinCo or any of their respective Affiliates of any Contract with such Person.
Third Person Consents. Certain of the transfers contemplated by this Agreement are subject to various forms of consents required of third persons, which are identified on Exhibit "J" ("Consents"). The Parties shall cooperate and shall promptly take such action as may be required to obtain all necessary Consents prior to Closing. The Parties agree that to the extent any Assets, contract or permit that would otherwise be assigned under this Agreement is not capable of being assigned, transferred, subleased or sublicensed without any such Consent, 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 or permit. With respect to each Asset, contract that, but for the reasons set forth in the first sentence of this Section, would be assigned, Seller agrees to provide Purchaser with the benefits (including the right to terminate any such contract or permit in accordance with the terms thereof) of such Asset, contract or permit, 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 Purchaser, Purchaser agrees to observe and perform such contract or permit. Seller shall continue to use its reasonable efforts to obtain an assignment to Purchaser of each Asset, contract or permit that, but for the reasons set forth in the first sentence of this Section, would be assigned; provided, however, that Seller shall not be required to pay any consideration or suffer any financial disadvantage to obtain such assignment.
Third Person Consents. No Third Person Consent is required in connection with the execution, delivery, or performance of this Agreement or the other agreements or documents contemplated herein by Purchaser.
Third Person Consents. Buyer shall have obtained all Third Person consents or waivers that Seller was able to obtain, all of such consents and waivers being in form and substance reasonably satisfactory to Seller.
Third Person Consents. The Company and Seller must have obtained the written consents of the third Persons set forth on Section 3.02(e) of the Disclosure Schedules.
Third Person Consents. Except as set forth in Exhibit 7.5 hereto, no consent, approval, or authorization of any Person (“Third Person Consent”) is required in connection with the execution, delivery, or performance of this Agreement or the other agreements, documents, and instruments contemplated herein by any Main Seller or any of the Companies or the continuation of the Business by Purchaser and the Companies following the execution hereof and the date hereof.
Third Person Consents. The third Person consents listed on Section 8.3(e) of the Disclosure Schedules shall have been obtained by the Company.
Third Person Consents. The Company shall have provided to Buyer evidence reasonably satisfactory to Buyer that the Company has obtained the consents and approvals set forth in Schedule 9.02(f) of the Company Disclosure Schedule.
Third Person Consents. (a) Seller shall use its commercially reasonable best efforts to obtain any consents to the assignment of the Transferred Assets required under the terms thereof in connection with the consummation of the transactions contemplated hereby. If any such required consent for any Real Property Lease shall not have been obtained prior to the Closing and such receipt of such consent has been waived, in writing, by Purchaser, then, notwithstanding any other provision hereof, the applicable Real Property Lease shall not be assigned to Purchaser at Closing (and the Purchase Price and the Closing Date Payment Amount shall be reduced by the Net Book Value thereof at the Closing) but all other Transferred Assets and Transferred Liabilities associated with the relevant Leased Premises shall nevertheless be transferred to Purchaser at the Closing and the parties shall negotiate in good faith and Seller and Purchaser shall use commercially reasonable best efforts to make alternative arrangements reasonably satisfactory to Purchaser and Seller that provide Purchaser, to the maximum extent reasonably possible, the benefits and obligations of the underlying Leased Premises in a manner that does not violate the applicable Real Property Lease (for the same cost to Purchaser as would have applied to Purchaser as tenant thereunder if the relevant consent had been obtained and such Real Property Lease was assumed by Purchaser). If any alternative arrangement is implemented between Seller and Purchaser at or prior to the Closing, the parties shall continue after the Closing to exercise commercially reasonable best efforts to obtain the related consents which could not be obtained prior to the Closing, and if such consent is obtained, Seller shall assign to Purchaser the applicable Real Property Lease pursuant to the terms of this Agreement applicable to leases assigned at the Closing and the parties shall restructure the applicable alternative arrangement and Purchaser shall pay Seller any consideration for the lease assignment which Seller would have received had the lease been assigned at the Closing.
(b) Seller shall use its commercially reasonable best efforts to obtain from the parties to any Assumed Contract, Software License or Personal Property Lease to be transferred hereunder, any consent to the assignment of any such Assumed Contract, Software License or Personal Property Lease required under the terms thereof in connection with the consummation of the transactions cont...
