BACK END CONSENTS Clause Samples

BACK END CONSENTS. Where the consent of any third party is required to enable Exult Supplier to provide the Client or Successor Operator, with the benefit of the arrangements under which Exult Supplier holds or uses any Exult Assets, Third Party Systems or Third Party Contracts or such a consent is otherwise required to enable the Client, or Successor Operator to take over the provision of the Services from Exult Supplier in the manner contemplated by this Agreement, Exult Supplier shall use reasonable endeavours, to procure that such consent is granted or at Exult Supplier's option, procure suitable alternative rights or services are provided to the Client or Successor Operator to enable it to perform the Services. The Client shall use reasonable endeavours to co-operate in obtaining such consents or obtaining suitable alternative rights, including where necessary entering into new agreements or agreeing to comply with the terms of the relevant existing agreements. The use of reasonable endeavours shall not include the payment of any monies by any party, but where consent can only be obtained in return for the payment of an additional sum, the parties shall consider paying such sum if it appears the most cost effective way of proceeding. Any such payment shall be charged as a Pass Through Cost.
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BACK END CONSENTS. Where the consent of any third party is required to enable Exult Supplier to provide the Client or Successor Operator, with the benefit of the arrangements under which Exult Supplier holds or uses any Exult Assets, Third Party Systems or Third Party Contracts or such a consent is otherwise required to enable the Client, or Successor Operator to take over the provision of the Services from Exult Supplier in the manner contemplated by this Agreement, Exult Supplier shall use reasonable endeavours, to procure that such consent is granted or at Exult Supplier's option, procure suitable alternative rights or services are provided to the Client or Successor Operator to enable it to perform the Services. The Client shall use reasonable endeavours to co-operate in obtaining such consents or obtaining suitable alternative rights, including where necessary entering into
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Related to BACK END CONSENTS

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • LICENCES AND CONSENTS If a licence or consent of any third party (including without limitation any governmental or other authority) is required in connection with the Seller supplying the Goods and/or the Services, the Seller shall obtain the licence or consent at its own expense and produce evidence of it to VICTREX on demand.