Certain Consents. To the extent that Seller's rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is important to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. Purchaser shall continue to have the right to terminate this Agreement as provided in Section 13.1(b) hereof if any condition in Article 8 becomes impossible of performance, or has not been satisfied in full or previously waived by Purchaser in writing at or prior to the Closing Date.
Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Permit or Assumed Contract intended to be included in the Purchased Assets which is by its terms or in law non-assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement.
Certain Consents. Except where otherwise expressly provided herein, in any instance hereunder where the approval, consent or the exercise of judgment of Agent or any Lender is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of such party, and such party shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner, regardless of the reasonableness of either the request or the judgment of such party.
Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permit, franchise, or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law, pass to Purchasers as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers agrees that on and after the Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of Purchasers, in the name of Sellers or otherwise as Purchasers shall specify take all reasonable action (including without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or cause to be done all such things as shall in the opinion of Purchasers or their counsel be necessary or proper (i) to assure that the rights of Sellers under such contracts, agreements, Permits, franchises and claims shall be preserved for the benefit of Purchasers and (ii) to facilitate receipt of the consideration to be received by Sellers in and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the benefit of, and shall be delivered to, Purchasers. Nothing in this Section shall in any way diminish Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Purchased Assets to Purchasers.
Certain Consents. To the extent that the Seller's rights under any agreement, contract, commitment, lease, permit, real property lease or other Acquired Asset to be assigned to the Buyer hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing, and which is important to the ownership, use or disposition by the Buyer of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Seller, at the Buyer's expense, shall use its commercially reasonable efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair the Buyer's rights under the Acquired Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, the Seller, to the maximum extent permitted by law and the specific Acquired Asset, and at the Buyer's expense, shall act after the Closing as the Buyer's agent in order to obtain for the Buyer the benefits thereunder.
Certain Consents. (a) Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the Assigned Contracts, or any of the rights or claims described in Section 1.1(a)(x) or Liabilities of the Seller described in Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Assigned Contract.
(b) Prior to the Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Seller ...
Certain Consents. The parties hereto hereby consent to the joinder of Canadian Imperial Bank of Commerce, New York Branch, Bank of America, N.A., HSBC Bank USA, N.A. and HSBC Securities USA Inc. as parties hereto on the terms set forth in clause (b) above, to the non-ratable funding of the foregoing initial Purchase on the terms set forth in clause (c) above, in each case, as set forth above on a one-time basis.
Certain Consents. The parties hereto hereby consent to the non-ratable funding of the foregoing Purchase on the terms set forth in clause (a) above as set forth above on a one-time basis.
Certain Consents. (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility).
(b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder).
(c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit...
Certain Consents. Upon Buyer's written request, the Company will, or will cause its Subsidiaries to, use commercially reasonable efforts to deliver any required notice and seek all necessary consents and approvals from third parties as are required to be obtained from or made to parties to contracts or other agreements to which the Company or its Subsidiaries are a party. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that certain notices, consents or approvals with respect to the Transactions may be required from Governmental Bodies or parties to contracts or other agreements to which the Company or one of its Subsidiaries is a party (including the agreements set forth on Schedule 3.11) and that such notices, consents and approvals have not been delivered or obtained, as applicable, as of the date of this Agreement and may not be delivered or obtained. Buyer and Merger Sub knowingly, willingly, irrevocably, and expressly acknowledge and agree that, notwithstanding anything else in this Agreement, subject to the accuracy of and the Company's compliance with each of, as applicable, Section 3.02(c), Section 9.03, this Section 9.04, Section 9.05(a), and its other covenants and agreements to cooperate with Buyer and seek any other reasonable and appropriate consents or other approvals provided herein, neither the Company nor any of the Seller Parties will have any liability whatsoever to Buyer or Merger Sub, and Buyer and Merger Sub will not be entitled to assert any claims against any Seller Party, in each case, arising out of or relating to the failure to deliver or obtain any notices, consents or approvals that may have been or may be required in connection with the Transactions (other than pursuant to the HSR Act and the Necessary Stockholder Approval) or because of the default, acceleration or termination of or loss of any right under any such contract or other agreement solely and directly as a result of the Closing and the failure to deliver or obtain any such notice, consent or approval, unless (and only to the extent that) the Company shall have breached its applicable obligations hereunder. Notwithstanding the foregoing, nothing in this Section 9.04 is intended to abrogate, limit or in any way impair Buyer's or Merger Sub's rights under Article VII.
