Transfer of Permits. Seller will use its best efforts to assist Buyer to effect the assignment or other transfer of Permits from Seller to Buyer as of or as soon as practicable after the Closing Date.
Transfer of Permits. All Permits listed in Appendix 14a are as of the Transfer Date transferred to the Purchaser. In case consents or waivers of third parties (not yet obtained) are required for the assignment and transfer of such Permits, the Sellers shall take all reasonable efforts to obtain (or to procure the obtaining of) such consents or waivers as soon as possible after Closing, and the Purchaser shall each take all reasonable efforts to assists the Sellers. In case a third party that must consent to the assignment of a particular contract to Purchaser refuses to do so despite the reasonable efforts of the Sellers, the Parties will cooperate and agree in good faith on an arrangement that places the Parties in the same position as would an assignment. Until the relevant consents or waivers are obtained, the Sellers shall give all reasonable assistance to the Purchaser to exercise or enforce the rights and perform the obligations, in each case, of the Sellers under such Permits. The Parties acknowledge that the Purchaser shall notify the environmental authorities of the change of the identity of the operator of EL Business, where after such authorities consider whether they approve the transfer of the environmental permit to the Purchaser (unconditionally or subject to certain conditions). The Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such approval as soon as possible after Closing, and until the relevant approvals are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with the environmental permits and other environmental compliance. With respect to the non-assignable Permits listed in Appendix 14b, the Sellers shall cooperate with the Purchaser and take all reasonable efforts to assist the Purchaser (including, without limitation, providing any required information or documentation and agreeing on relevant transitional arrangements) in obtaining such Permits as soon as possible after Closing, and until the relevant Permits are obtained, the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request and cost, to ensure the compliance with applicable laws and regulations, and where relevant, with contractual obligations under the Commercial Contracts.
Transfer of Permits i. Promptly after the Closing Date, the parties will collaborate to determine a timetable and procedure for the transfer or re-issuance to Purchaser of all Permits held by Spectrum, Bayer or their Affiliates used in the Licensed Business. The parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to (a) provide the required notices to, and/or obtain the authorizations, approvals, consents or waivers from, Governmental Authorities and third parties in order to transfer all Transferred Permits to Purchaser or its Affiliates and/or to enable Purchaser or its Affiliates to obtain its or their own substitute Permits for the Licensed Business and (b) to the extent permitted under applicable Legal Requirements and/or the issuing body of a Permit, allow Purchaser or its Affiliates to distribute, market, import and sell Licensed Products from and after the Closing while the applicable Permit remains held by Spectrum, Bayer or an Affiliate of Spectrum or Bayer or until Purchaser or its Affiliates can obtain its or their own Permit or the applicable Permits are transferred to Purchaser. With respect to all Permits that relate in part to the Licensed Business and in part to the businesses of Spectrum, Bayer and their Affiliates other than the Licensed Business (the “Joint Permits”), each of Purchaser and Spectrum shall use commercially reasonable efforts in seeking separate Permits for each such business.
Transfer of Permits. Sellers shall use commercially reasonable efforts to assist Purchaser with the assumption, transfer or reissuance of any licenses, permits or approvals required for the operation of the Facilities that do not constitute Permits and Warranties; provided, however, that Sellers shall not incur any material cost, expense or liability in connection with such efforts or in connection with the assumption, transfer or reissuance of any such licenses, permits or approvals that do not constitute Permits and Warranties.
Transfer of Permits. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor’s right, title and interest in, to and under the Permits.
Transfer of Permits. It shall be Purchaser's responsibility to obtain the issuance or transfer of all environmental and other Permits; provided, however, that Seller shall cooperate with any efforts of Purchaser to complete the actions required in connection with transferring or obtaining the issuance of all such Permits, including, in the case of the Marketing Assets, Seller's right, title and interest in all operating permits, including beer and wine licenses, where applicable.
Transfer of Permits. Seller shall execute all applications and instruments required in connection with the transfer of all Permits, to the extent transferable, in order to transfer the benefits of each such Permit to the Purchaser and, if requested by Purchaser, to cooperate with Purchaser's efforts to have all permits, licenses and certificates of occupancy or equivalent governmental instruments required for the operation of the Property issued to and in the name of the Purchaser on or prior to the Closing Date. Seller shall use its best efforts to preserve in force all existing Permits and rights of signage and to renew all those expiring prior to the Closing Date on terms acceptable to Purchaser. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall diligently take all measures reasonably necessary to cause the reinstatement of such Permit without any additional limitation or condition. Seller shall not seek or allow any amendment to any Permit which would alter the existing permissible uses of the Property or any part thereof.
Transfer of Permits. To the extent that any Permits are transferable by the Company to Buyer, the Company as transferor, and Buyer, as transferee, will as soon as practicable on or after the Closing Date execute and file with the appropriate Governmental Body, application for approval of the transfer of each of such Permits to the reasonable satisfaction of Buyer. The Company agrees to use its best efforts as soon as practicable after the Closing to assist Buyer, in obtaining all Permits necessary for the operation by Buyer of the business currently conduct by the Company following the Closing Date, including taking all reasonably necessary steps to relinquish the Permits held by the Company.
Transfer of Permits. Seller shall cooperate with Buyer ------------------- (with no out-of-pocket cost to Seller) in all reasonable respects in connection with the transfer (if any) of any permits, licenses, certificates and approvals issued with respect to the Property to Buyer or the issuance of any new permits, licenses, certificates or approvals (if any) to Buyer, each to be effective no earlier than Closing, and Seller shall and shall cause Manager to use commercially reasonable efforts to (i) preserve and keep in force existing permits, licenses, certificates and approvals issued with respect to the Property, and (ii) cause all those expiring during the period between the date of this Agreement and the Closing to be renewed prior to the Closing Date.
Transfer of Permits. 28 5.06. Certificate of Performance by Seller.............................................................28 5.07. Transfer of Tangible Media.......................................................................28 5.08. Release of Moral Rights..........................................................................28
