Consents; Approvals; Cooperation; Release of Encumbrances Sample Clauses

Consents; Approvals; Cooperation; Release of Encumbrances. (a) Seller shall use its best efforts, not including the payment of money or other consideration (except with respect to the License Cost), to obtain all Material Consents. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract or any claim or right or any benefit arising thereunder or resulting therefrom, if an attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder, unless such consent has been obtained. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would affect the rights thereunder so that Buyer would not receive all such rights, Seller and Buyer will cooperate, in all reasonable respects, to obtain such consent as soon as practicable and, until such consent is obtained, to provide to Buyer the benefits under any Assigned Contract to which such consent relates (with Buyer responsible for all the Liabilities thereunder). In particular, in the event that any such consent is not obtained prior to Closing, then Buyer and Seller, at the sole cost and expense of Seller, shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties the economic and operational equivalent of obtaining such consent and assigning such Assigned Contract, including enforcement for the benefit of Buyer of all claims or rights arising thereunder, and the performance by Buyer of the obligations thereunder. (b) Seller shall cause all Encumbrances (other than Permitted Encumbrances) on or affecting any of the Purchased Assets to be terminated and released simultaneously with or prior to the Closing (c) Seller shall (i) negotiate with Microsoft Corporation to obtain the license agreements described on Schedule 7.2(c) in favor of Buyer and (ii) cause ▇.▇. ▇▇▇▇▇▇▇ World Solutions Company to assign to Buyer license agreements for forty-five (45) concurrent users, which concurrent licenses are valid for use on each of ▇.▇. ▇▇▇▇▇▇▇ World Software and ▇.▇. ▇▇▇▇▇▇▇ One World Xe Software and pay the cost of maintenance fees for such licenses for a period of one (1) year from the Closing Date, in order to enable Buyer to operate the information technology systems of the Business consistent with past practice. Seller shall reimburse Buyer for the cost of the licenses described on Schedule 7.2(c) and ...
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Related to Consents; Approvals; Cooperation; Release of Encumbrances

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

  • Consents; Cooperation (a) Each of Acquiror and Target shall promptly apply for or otherwise seek, and use its best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Merger, including those required under HSR, and shall use its reasonable efforts to obtain all necessary consents, waivers and approvals under any of its material contracts in connection with the Merger for the assignment thereof or otherwise. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to HSR or any other federal or state antitrust or fair trade law. (b) Each of Acquiror and Target shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under HSR, the Sher▇▇▇ ▇▇▇, as amended, the Clay▇▇▇ ▇▇▇, as amended, the Federal Trade Commission Act, as amended, and any other Federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of Acquiror and Target shall cooperate and use all best efforts vigorously to contest and resist any such action or proceeding and to have vacated, lifted,

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Consents, Approvals and Filings (a) Each of Seller and Buyer shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts, and shall cooperate, and shall cause their respective Affiliates to cooperate, fully with each other, in each case to (i) comply as promptly as practicable with all requirements of Governmental Entities applicable to the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) obtain as promptly as practicable all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements; provided, that each party shall be responsible for all fees and costs related to its own required filings with and approvals of other Governmental Entities. In connection with the foregoing, each of Seller and Buyer shall, and shall cause their respective Affiliates to, make all legally required filings with, and requests for approval by, all applicable Governmental Entities (including insurance regulators) as promptly as practicable after the date hereof in order to facilitate prompt consummation of the transactions contemplated by this Agreement, including filing the notification and report form required under the HSR Act within fifteen (15) Business Days after the date hereof, and to use reasonable best efforts to take all steps that are necessary, proper or advisable to avoid any Action by any Governmental Entity with respect to the transactions contemplated by this Agreement. (b) In connection with the foregoing, each of Seller and Buyer shall, and shall cause their respective Affiliates to, consent and commit to any condition, limitation or qualification imposed by any Governmental Entity on its grant of any such permit, order, consent, approval or authorization; provided, that notwithstanding the foregoing or anything to the contrary in this Agreement (including Section 5.3 and this Section 5.4) or any other Transaction Agreement, (i) neither Seller nor or any of its Affiliates shall be required to agree, consent or commit to any such conditions, limitations or qualifications in respect of Seller or any of its Affiliates, or any businesses, operations, assets or liabilities thereof, other than the Company and the Company Subsidiaries, (ii) none of Seller, Buyer or any of their respective Affiliates shall be required to consent to or comply with any such conditions, limitations or qualifications that (A) are not conditioned upon (and effective only after) the Closing, (B) individually or in the aggregate, would reasonably be expected to have a material adverse effect on the Company Business, taken as a whole, or (C) would impose any requirement on Buyer or any of its Affiliates relating to the contribution of capital, keep well or capital maintenance arrangements or maintaining certain risk based capital levels of the Insurance Companies, (iii) neither Buyer nor any of its Affiliates shall be required to agree, consent or commit to any such conditions, limitations or qualifications with respect to any of Buyer’s Affiliates (including, for these purposes, The Blackstone Group Inc. (“Blackstone”) and its Subsidiaries and any investment funds or investment vehicles affiliated with, or managed or advised by, Blackstone or any portfolio company (as such term is commonly understood in the private equity industry) or investment of Blackstone or of any such investment fund or investment vehicle), or any interest therein, other than, subject to the foregoing clause (C), with respect to the Company, the Company Subsidiaries and the Company Business, any such Person’s direct or indirect investment in or ownership of any interest in the foregoing, or this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby; provided, that prior to Buyer or its Affiliates agreeing to any condition, limitation or qualification required pursuant to this Section 5.4, Buyer shall be entitled to engage in good faith discussions with the applicable Governmental Entity to seek to resolve any requests or objections, so long as such discussions would not reasonably be expected to prevent the consummation of the transactions contemplated hereby by the Outside Date. In no event shall the either party propose, negotiate, effect or agree to any action contemplated above without the prior written consent of the other party. (c) Buyer and Seller shall cooperate and consult with each other in connection with the making of all filings, notifications, communications, submissions, and any other actions pursuant to this Section 5.4 in connection with all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities in connection with the consummation of the transactions contemplated by this Agreement, and, to the extent not prohibited by Applicable Law, Buyer and Seller shall each keep the other apprised on a reasonably current basis of the status of in connection with all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities in connection with the consummation of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of substantive communications received by Buyer and Seller, as the case may be, or any of their respective Affiliates, from any Governmental Entity with respect to any such permits, orders or other consents, approvals or authorizations of Governmental Entities. Subject to Applicable Law relating to the exchange of information, Buyer and Seller shall permit counsel for the other party a reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed notifications or filings and any written communications or submissions to any Governmental Entity in connection with all necessary permits, orders or other consents, approvals or authorizations of Governmental Entities in connection with the consummation of the transactions contemplated by this Agreement; provided that Buyer and Seller may, as each deems advisable and necessary, redact such materials to remove sensitive information, or reasonably designate any sensitive material provided to the other party under this Agreement as “outside counsel only.” (d) Prior to the Closing, except as otherwise agreed by the parties, the parties shall cooperate and use reasonable best efforts to make or obtain the approval, authorization, consent, license or permission of, or waiver or other action by, or notification to, any third party (other than a Governmental Entity or an Affiliate of Seller, the Company or Buyer) required for the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements; provided that no party shall be required to make any payment or incur any liability or offer or grant any accommodation (financial or otherwise) or commence or participate in any Action in order to obtain such third-party consents. (e) Buyer shall not be required to (i) provide (A) nonpublic or other financial or sensitive personally identifiable information of the Equity Provider, its respective affiliates and their respective directors, officers, employees, managers or partners, or its or their control persons or direct or indirect equityholders and their respective directors, officers, employees, managers or partners (collectively with the Equity Provider, the “Equity Provider Related Persons”) or (B) any other nonpublic, proprietary or other confidential information of an Equity Provider Related Person that exceeds the scope of information that such Equity Provider Related Person has historically supplied in connection with a similar governmental filing or notification, or (ii) disclose the identities of direct or indirect shareholders, members or beneficiaries of the Equity Provider or its affiliates that beneficially own less than 10% of any such entity, in each of cases (i) or (ii), (x) unless the failure to provide or disclose such information would reasonably be expected to (1) impede the Closing or (2) prevent the consummation of the transactions contemplated hereby by the Outside Date, in which case Buyer shall be required to provide or disclose such information and (y) except for National Association of Insurance Commissioners biographical information. Without limiting the foregoing, Buyer (A) shall be entitled to enter into good-faith discussions with the applicable Governmental Entity and use reasonable best efforts to seek to promptly resolve such requests prior to providing such information and (B) may provide any such sensitive or confidential information directly to the applicable Governmental Entity requesting such information without being provided to the Seller or the Company to the extent permitted by the applicable Governmental Entity. Without limiting the obligations of Buyer pursuant to this