Transfer Consents. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment, transfer, conveyance or delivery or attempted assignment, transfer, conveyance or delivery to the Company of any Transferred Stockholder IP Agreement or any right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (“Transfer Consents”), Stockholder shall and, shall cause each of its Affiliates (as applicable) to, use commercially reasonable efforts to obtain such Transfer Consents prior to Closing, provided that, if any such Transfer Consents shall not have been obtained prior to the Closing, the Closing shall proceed without the assignment, transfer, conveyance or delivery of such Transferred Stockholder IP Agreement, unless the failure to assign, transfer, convey or deliver any such Transferred Stockholder IP Agreement prior to Closing would result in a Material Adverse Effect (taking into consideration the obligations of Stockholder under this Section 5.25) (an “IP MAE”). In the event that the Closing occurs without the assignment, transfer, conveyance or delivery of any Transferred Stockholder IP Agreement or any right or benefit arising thereunder, then following the Closing, the Stockholder shall use its commercially reasonable efforts to obtain promptly any necessary Transfer Consents, and the Company shall cooperate as reasonably requested by the Stockholder in connection with the foregoing; provided that none of the Companies shall have any obligation to give any guarantee or pay any consideration of any nature for obtaining such Transfer Consent or to consent to any change in or otherwise compromise the terms of any agreement or arrangement which the Company reasonably deems to be adverse to the Business (each such action being a “Concession”). Until such Transfer Consent has been obtained, Stockholder shall use commercially reasonable efforts to provide to the Companies and any of their Affiliates, through any reasonable and lawful arrangement, rights and benefits substantially equivalent to those the Companies and their Affiliates would have received under such Transferred Stockholder IP Agreement had the Transferred Stockholder IP Agreement been assigned to the Companies at the Closing, and the Companies shall cooperate as reasonably requested by the Stockholder in connection with the foregoing, without a...
Transfer Consents. Subject to the condition precedent of payment of the Base Purchase Price pursuant to Clauses 3.1, 3.3.1, 3.3.3 through 3.3.6 minus a withheld amount of EUR *** under Clause 3.3.1 for the Financial Investors, the Sellers transfer to the Purchaser the Sold Shares under Clause 2.1 including all related claims and other rights such as the dividend right for the current fiscal year and all past fiscal years. In execution hereof, the Sellers assign to the Purchaser the Sold Shares subject to the above condition precedent. The Purchaser accepts the assignment. The date on which the Base Purchase Price under Clauses 3.1, 3.3.1, 3.3.3 through 3.3.6 minus the Retention Amount for the Financial Investors under Clause 3.3.1 is paid to the Sellers and title to the Sold Shares thereby passes to the Purchaser is hereinafter referred to as the “Closing Date”.
Transfer Consents. If any Transfer Consents are not obtained prior to Closing, the Interests so affected shall be held by Seller for the benefit of Buyer after Closing and Seller shall provide Buyer with the economic benefits thereof until such consent is received or until 180 days after Closing, if later, and Buyer shall pay for the Interests at Closing in accordance with this Agreement as though such Transfer Consent had been obtained. If Seller obtains such Transfer Consent within 180 days after Closing, then Seller shall deliver the required conveyance(s) of the Interest so affected to Buyer. If the Transfer Consent is not obtained or is refused within 180 days after Closing, Seller shall promptly pay to Buyer an amount equal to the Allocated Value of the affected Interest (less any proceeds of production received by Buyer, net of all expenses, expenditures, capital expenses, royalties and other costs of production paid by Buyer, but excluding mortgage interest and any burdens or encumbrances created by Buyer) and Seller’s holding for the benefit of Buyer shall thereupon terminate.
Transfer Consents written acknowledgments from Carriers and Providers ----------------- that, after the Option Closing Date or the USIS Put Closing Date, as the case may be, their agreements with Newco will continue in force (if the Newco Shares are purchased) or will be freely transferred to CIA (if the Newco Business is purchased).
Transfer Consents. Pursuant to the terms of the LLC Agreement, including without limitation Section 10.02(e) of the LLC Agreement, the undersigned Members hereby consent to the Transfers listed on Schedule 1.
