Consents from Third Parties Sample Clauses

The "Consents from Third Parties" clause requires that any necessary approvals, permissions, or consents from individuals or entities not directly involved in the contract are obtained before certain actions can be taken or obligations fulfilled. For example, if a party needs to use intellectual property owned by someone else or assign rights under the agreement, this clause ensures that the relevant third party has formally agreed. Its core function is to prevent legal or practical obstacles by ensuring all external permissions are secured, thereby reducing the risk of disputes or unenforceable obligations.
Consents from Third Parties. All Shire Third Party Approvals --------------------------- shall have been obtained.
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Consents from Third Parties. (a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any asset (including any Permit) or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a Third Party, would constitute a breach or other contravention of the rights of such Third Party, would be ineffective with respect to any party to an agreement concerning such asset, or would in any way adversely affect the rights of the Seller or, upon transfer, the Buyer under such asset. If any transfer or assignment by the Seller to, or any assumption by the Buyer of, any interest in or liability, obligation or commitment under any asset requires the consent of a Third Party, then such assignment or assumption shall be made subject to such consent being obtained. Subject to Section 6.5, the Parties shall use their reasonable best efforts to obtain all permits, consents, approvals and authorizations of all Third Parties that are necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents (e.g., with respect to the Leased Real Property, Intellectual Property and other ordinary course Contracts). To the extent any consent fees or compensation payments to a Third Party are required in connection with the assignment of any asset (including any Permit), such cost and expense shall be borne equally by the Buyer and the Seller. (b) If any such consent or Permit transfer is not obtained prior to the Closing, the Seller and the Buyer shall cooperate in any lawful and reasonable arrangement reasonably proposed by the Buyer under which the Buyer shall obtain the economic claims, rights and benefits under the asset, Permit (including any foreign Permit), claim or right with respect to which the Third Party consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to the Buyer of any and all rights of the Seller against the other Party to such Third Party agreement arising out of a breach or cancellation thereof by the other Party, and (ii) the enforcement by the Seller of such rights, with the Buyer being responsible for the performance and discharge of the Seller’s obligations, in each case, to the extent permitted by applicable Law. Notwithstanding anything to the contrary in this Agreement, from and after the Closi...
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Consents from Third Parties. All governmental consents, permissions and approvals, if any, necessary to consummate the transactions contemplated herein and to permit the continuation of the Business by the Buyer after the Closing shall have been received by Buyer on or prior to the Closing Date, except where the failure to obtain any such consent, permission or approval would not have a Material Adverse Effect.
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Consents from Third Parties. Each of the Company, the PRC Subsidiary and the Founder shall have obtained any necessary third-party consents required in connection with or relating to the transaction contemplated hereby by virtue of Applicable Laws, contractual obligations or otherwise.
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Consents from Third Parties. The Sellers will use their best efforts to obtain the consent of any party necessary to approve the transactions contemplated hereby.
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Consents from Third Parties. The parties acknowledge that the requisite consents to assign or novate the following Agreements have not been obtained from the relevant counterparties: (i) a reagent supply contract between Heredilab Inc. and Orchid Biosciences Inc., dated 15th January 2003; (ii) a PCR Service Licence between (1) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Ltd and (2) ICI Plc dated 17th December 1992; and (iii) a Cystic Fibrosis Gene Patent Licence between (1) Zeneca Limited acting through its Zeneca Diagnostics Business, (2) HSC Research and Development Limited Partnership and (3) the Regents of the University of Michigan dated 1st January 1998; and (iv) A Patent and Know-How Licence Contract dated 19 January 1993 between The French State and Lifecodes Corporation. The Purchaser and Tepnel plc hereby waive the requirement for such assignments and novations to be produced at Closing in accordance with Clauses 7.3(b) and (h) of the UK Agreement.
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Related to Consents from Third Parties

  • Consents of Third Parties No vote, approval or consent of any holder of capital stock of the Company or any other third parties is required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except as previously obtained, each of which is in full force and effect.

  • RECOVERY FROM THIRD PARTIES 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Consents and Approvals of Third Parties MainSource shall use all commercially reasonable efforts to obtain as soon as practicable all consents and approvals of any other Persons necessary or desirable for the consummation of the transactions contemplated by this Agreement.