Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, permit, policy or other document or instrument which by the provisions thereof or by law is not assignable or which requires the consent of any third party to its assignment unless and until such consent is obtained or is waived by the third party. In each such case the Debtor shall, unless the Secured Party otherwise agrees in writing, forthwith obtain the consent of any necessary third party to its assignment hereby and for its further assignment by the Secured Party to any third party who may acquire same as a result of the Secured Party’s exercise of remedies after an Event of Default. Upon such consents being obtained or waived, this Security Agreement shall apply thereto without regard to this Section 5 and without the necessity of any further assurance to effect the assignment thereof.
Where Consent Required. (1) Upon agreement by the Parties to the terms of a draft Order to be proposed to each Court, the Defendant shall consent to the Settlement Approval Motions concerning the Courts’ approval of the Settlement and the distribution of the Net Settlement Funds and the Defendant’s consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses the Settlement Amount, or any amount.
Where Consent Required. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract to the extent such Assigned Contract is not assignable under Applicable Law, or the terms of the applicable Assigned Contract provide that it is not assignable without the consent of another Person, unless such consent has been obtained or the assignment is subject to an Assignment Order.
(ii) The Vendors shall continue to pay the Disputed Post-Filing Royalties to the Monitor in trust until the earlier of Closing or as otherwise ordered by the Court, to be held by the Monitor, pending final determination by the Court or settlement between Wabush Iron, Wabush Resources and MFC as to MFC’s entitlement if any, to the Disputed Post-Filing Royalties.
(iii) The Vendors shall not, without the prior written consent of the Purchaser, agree to any modification of any such Assigned Contracts. If a consent to transferring such Assigned Contracts to the Purchaser (or its Designated Affiliate, as applicable) is not obtained or such assignment is not attainable (collectively, the “Post-Closing Assigned Contracts”), the Vendors and the Purchaser will cooperate and use their respective commercially reasonable efforts to implement a mutually agreeable arrangement pursuant to which the Purchaser (or its Designated Affiliate, as applicable) will obtain the benefits, and assume the liabilities and obligations, related to any such Post-Closing Assigned Contracts in accordance with this Agreement; provided, however, that the Purchaser acknowledges and agrees that (i) nothing in this Section 2.3(5) shall operate to prohibit or diminish in any way the right of a Vendor to dissolve, windup or otherwise cease operations as it may determine in its sole discretion, or require any Vendor to take any illegal action or commit fraud on any Person, (ii) the obligations of the Vendors under this Section 2.3(5) to implement the mutually agreeable arrangements described above shall expire sixty (60) days after Closing,
Where Consent Required. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or otherwise transfer any Permit and Licence to the extent such Permit and Licence is not assignable or transferable under Applicable Law or the terms of the applicable Permit and Licence provide that it is not assignable without the consent of another Person, unless such consent has been obtained.
Where Consent Required.
(1) Upon agreement by the Parties to the terms of a draft Order to be proposed to each Court, the Defendant shall consent to the Settlement Approval Motions concerning the Courts’ approval of the Settlement and the distribution of the Net Settlement Funds and the Defendant’s consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses.
(2) That consent does not extend to any aspect of the Settlement Approval Motions that concerns Class Counsel Fees or Class Counsel Disbursements, on each of which the Defendant shall take no position.
Where Consent Required. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract to the extent such Assigned Contract is not assignable under Applicable Law, or the terms of the applicable Assigned Contract provide that it is not assignable without the consent of another Person, unless such consent has been obtained.
Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, permit, policy or other document or instrument or any other Collateral which by the provisions thereof or by law is not assignable or which requires the consent of any third party to its assignment unless such is obtained or is waived by the third party. In respect of each such item of Collateral that exceeds $10,000 CDN in value, the Debtor shall, unless the Secured Party otherwise agrees in writing, forthwith use commercially reasonable efforts to obtain the consent of any necessary third party to its assignment hereby and for its further assignment by the Secured Party to any third party who may acquire same as a result of the Secured Party’s exercise of remedies after an Event of Default. Upon such consents being obtained or waived, this Security Agreement shall apply thereto without regard to this Section 1.6 and without the necessity of any further assurance to effect the assignment thereof.
Where Consent Required. (1) Upon agreement by the Parties to the terms of a draft order to be proposed to the Court, the CIBC Defendants shall consent to the Settlement Approval Application concerning the Court’s approval of the Settlement and the distribution of the Net Settlement Funds, and the CIBC Defendants’ consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses or the Settlement Amount, or any amount.
(2) The CIBC Defendants’ consent referenced in s. 6.2(1) does not extend to any aspect of the Settlement Approval Application that concerns Class Counsel Fees and Other Costs, on which the CIBC Defendants shall take no position, other than they have agreed to pay these amounts as part of this negotiated Settlement Agreement.
Where Consent Required. (1) The Parties shall consent to the approval of the Settlement and the dismissal of the Action without costs. The Parties agree that the Defendant’s consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses.
Where Consent Required.
1) The Defendant shall consent to the Settlement Approval Motion concerning the Court’s Approval of the Settlement and the distribution of the Net Settlement Proceeds, except, for clarity any aspect of the Settlement Approval Motion that concerns Class Counsel Fees, Class Counsel Disbursements, CPF Xxxx, any honorarium payable to the Plaintiff and Administration Expenses, on which the Defendant shall take no position.
