Transfers Requiring Consent. The following dispositions of a Partnership Interest shall require consent as stated below:
Transfers Requiring Consent. Tenant shall not cause or permit, directly or indirectly, voluntarily or involuntarily, any of the following events (individually and collectively, a “Transfer”) (or any amendment to the instrument affecting the same) without in each case first obtaining Landlord’s written consent: (a) a sale, assignment, hypothecation, mortgage, encumbrance, conveyance or other transfer of this Lease (or any interest therein); or (b) a sublease of all or any portion of the Premises or (c) the use or occupancy of the Premises or any portion thereof by anyone other than Tenant. Any sale or other transfer, whether voluntary or involuntary, by operation of law or otherwise (including by consolidation, merger or reorganization), of a majority of the voting stock of Tenant, if Tenant is a corporation, or of a majority of the partnership interests in Tenant, if Tenant is a partnership, or a majority of membership interests if Tenant is a limited liability company shall be deemed to be a Transfer. Landlord’s consent to one Transfer shall not be deemed to be a consent to any subsequent Transfer, nor shall Landlord’s consent release Tenant from any of its obligations under this Lease unless such consent expressly so provides. At the option of Landlord any Transfer without the consent of Landlord shall be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and give rise to all other remedies available to Landlord for breach of this Lease.
Transfers Requiring Consent. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Permit, authorization, approval of any Governmental Authority, Contract, instrument, or other agreement or arrangement, or any claim, right, or benefit arising under any of the foregoing or resulting from any of the foregoing, if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third Person would constitute a breach or violation thereof or affect adversely Buyer's rights, and any transfer or assignment of any interest under any of the foregoing that requires the consent of a third Person shall be made subject to such consent or approval being obtained. If any such consent or approval has not been obtained on or prior to Closing (and Buyer decides to proceed with the Closing), then Sellers and Buyer shall continue to use all reasonable efforts to obtain such consent or approval after the Closing until such time as such consent or approval has been obtained, and Sellers and the Representative will cooperate with Buyer, in any lawful and economically feasible arrangement to provide that Buyer shall receive the benefits under any such Permit, authorization, approval, Contract, instrument, or other agreement or arrangement, including performance by Sellers as agents. Nothing in this Section shall be deemed to be a waiver of Buyer's rights to have received at the Closing an effective assignment and transfer of all Assets, nor shall this Section be deemed to be an agreement to exclude any asset or right from the Assets being purchased by Buyer pursuant to this Agreement.
Transfers Requiring Consent. To the extent that any asset is not transferable or assignable without the consent of any third party or the transfer or assignment of which would result in a violation of any law or order (a "Non-Transferable Asset"), this Agreement shall not constitute an assignment or an attempted assignment thereof. Seller shall use its reasonable efforts to obtain the required consent of any such third party to the transfer or assignment of any such Non-Transferable Asset to the Company. If any such consent shall not be obtained, Seller shall cooperate with the Company in any reasonable arrangement (including reimbursement of monies paid by the Company on account of any such arrangement) designed to provide the Company with the benefits intended to be assigned to it under the relevant Non-Transferable Asset.
Transfers Requiring Consent. 11 Section 6.2
Transfers Requiring Consent. Except as expressly permitted by Section 10.1, Tenant will not assign this Lease or sublet all or any portion of the Premises to any assignee or subtenant without first obtaining Landlord's written consent, which consent will not be unreasonably withheld, conditioned or delayed. If Tenant desires to effect an assignment or subletting that will require Landlord's consent, Tenant will seek such written consent of Landlord by a written request therefor, setting forth the date (which will not be less than 15 days after date of Tenant's notice) on which Tenant desires to assign this Lease or to sublet all or any portion of the Premises, all of the major terms of the proposed assignment or sublease, the consideration to be paid by the assignee or subtenant, the name and address of the proposed assignee or sublessee and its proposed use of the Premises, copies of the proposed assignee's or subtenant's financial statements (to the extent available), and the proposed form of assignment or sublease.
Transfers Requiring Consent. Maxus shall use its reasonable efforts to obtain, or cause to be obtained, as promptly as practicable all consents, if any, necessary to assign, transfer, convey or deliver the Assigned Assets to CLH. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign, or a transfer or assignment of, any contract right, agreement, license or permit or document, if a transfer or assignment thereof without the consent of any other party or parties thereto (other than Maxus or its affiliates) required or necessary for such transfer or assignment would constitute a breach thereof or in any way adversely affect the rights of Maxus thereunder (any such assets are hereinafter referred to as "Non-Assignable Assets"). In order to provide CLH with the utilization of every Non-Assignable Asset, unless and until the necessary consent is obtained, Maxus shall take or cause to be taken, and shall cause each of its subsidiaries (other than CLH) to take or cause to be taken, all reasonable action in cooperation with CLH and do or cause to be done all such things as may be reasonably necessary and proper to: (a) hold in trust for the benefit of CLH all Non-Assignable Assets and any consideration received by Maxus with respect thereto, (b) preserve the material rights and obligations under the Non-Assignable Assets for the benefit of CLH, (c) facilitate the receipt of any consideration to be received by Maxus or its other subsidiaries with respect to any Non-Assignable Asset, and promptly pay or cause to be paid to CLH any such consideration received by Maxus or its other subsidiaries, and (d) make arrangements designed to provide to CLH the material benefits of each Non-Assignable Asset, including without limitation the appointment of an attorney-in-fact for CLH or subcontracting with CLH to effect a "pass-through" of the material rights and obligations of Maxus and its other subsidiaries thereunder. Notwithstanding the foregoing, Maxus shall not be obligated to take any action to ensure that CLH will be allowed the use of, or access to, any technology, whether protected by copyright, patent, license or otherwise, if such action will require the expenditure of funds by Maxus or materially adversely affect the benefits or rights required to be retained by Maxus, unless the parties agree otherwise.
Transfers Requiring Consent. 4 Section 1.3 ASO Contracts...................................................................... 5 Section 1.4 Closing............................................................................ 7 Section 1.5 Closing GAAP Equity Amount......................................................... 7 Section 1.6 Manner of Payment.................................................................. 10 Section 1.7 Fees............................................................................... 10
Transfers Requiring Consent. (a) At or prior to the Closing, Seller, with Buyer's cooperation and assistance, shall obtain all approvals, consents or waivers necessary to assign to Buyer or Unicare the GBO Division Contracts specified on Schedule 11.5. Seller shall use reasonable commercial efforts to terminate without cost effective after the Effective Time any vendor contract designated by Buyer to the extent permitted by the terms of such vendor contract.
Transfers Requiring Consent. (a) To the extent that any of Contributor or Contributor GP's obligations under any STS Customer Contract is not capable of being delegated by Contributor or the Contributor GP to the Partnership pursuant to this Agreement and the Contributor Shareholder Services Agreement without the consent, approval or waiver of a third Person, and such consent has not been obtained prior to the Contributed Business Closing Date, or if such transfer or attempted transfer would constitute a breach thereof or a violation of any law, rule or regulation, nothing in this Agreement will constitute a transfer or an attempted transfer thereof.
