Material Contract Consents Sample Clauses

Material Contract Consents. The Company shall, if and to the extent requested by the Purchaser, use commercially reasonable efforts to seek all necessary or appropriate consents, waivers and approvals under any Company Material Contracts and other Contracts to which the Company or any of the Company Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Company Material Contracts and other Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not, unless requested by the Purchaser, and in no event prior to the Closing, be required to pay any consent or other similar fee, or other similar payment or other consideration to obtain the consent, waiver or approval of any Person under any such Company Material Contract or other Contract. The Parties acknowledge and agree that obtaining any consent under any Company Material Contract or other Contract is not a condition to the Closing. ARTICLE VII

Material Contract Consents. Schedule 3.09 lists each Material Contract that requires the consent of the other party or parties thereto in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (the “Material Contract Consents”).

Material Contract Consents. Company shall have used -------------------------- reasonable best efforts to obtain a consent to the collateral assignment to Administrative Agent, Syndication Agent and Lenders of rights existing under all Material Contracts listed on Schedule 4.17(a), such consent in form and substance reasonably satisfactory to Administrative Agent and Syndication Agent.

Material Contract Consents. The Company shall, if and to the extent requested by Parent, use commercially reasonable efforts to seek all necessary or appropriate consents, waivers and approvals under any Material Contracts and other Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts and other Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not, unless requested by Parent, and in no event prior to the Effective Time, be required to pay any consent or other similar fee, or other similar payment or other consideration (including increased rent or other similar payments) to obtain the consent, waiver or approval of any Person under any such Material Contract or other Contract. Parent and Merger Subsidiary acknowledge and agree that obtaining any consent under any Material Contract or other Contract is not a condition to the Closing.

Material Contract Consents. The Company shall obtain such Material Contract Consents prior to the Closing to the extent the failure to do so could reasonably be expected to cause a Material Adverse Effect, and shall use commercially reasonable efforts to obtain the other Material Contract Consents. “Material Contract Consent” shall mean any consent or waiver pursuant to any Material Contract that is required by the execution, delivery or performance of this Agreement and consummation of the Merger and the other Transactions.

Material Contract Consents. Seller shall use its reasonable commercial good faith efforts to obtain the consents from the third parties under all Material Contracts and Material Leases, which, by the terms of such Material Contract or Material Lease, require such consent. To the extent any consents from third parties under any Contracts or Leases (to the assignment thereof to Purchaser) are not obtained as of the Closing, Seller and Purchaser shall comply with Section 9.3 and use their reasonable commercial good faith efforts to mitigate any costs, losses or damages associated with the failure to obtain such consents prior to Closing. Notwithstanding the foregoing, Seller's obtaining the consents described in this Section 4.15 (including any consents from third parties under any Contracts which are not among the Material Contracts or any Leases which are not among the Material Leases) shall not be a condition precedent to either party's obligation to close the transaction contemplated by this Agreement.

Material Contract Consents. Purchaser shall have received written evidence, reasonably satisfactory to it, of the consent to the transactions contemplated by this Agreement of all Persons where the absence of such consent would result in a breach or default under any Material Contract, including, without limitation, the consent of KALLC with respect to the Company’s San Diego lease.

Material Contract Consents. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to obtain any consents required under any Material Contracts from third parties in connection with the consummation of the Transactions (including the Pre-Closing Reorganization) at or prior to the Closing; provided, that in connection therewith, none of Buyer, Seller, the Company or any of their respective Affiliates shall be required to, and shall not, without the prior written consent of the other Party, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), incur any liability or concede anything of value, other than de minimis payments or payments expressly provided for in the terms of the applicable Material Contract, (ii) amend, supplement or otherwise modify in any material respect any such Material Contract, (iii) commence any litigation or (iv) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any third-party consents.

Material Contract Consents. (a) From the date of this Agreement and until the Closing, Seller and Buyer and their respective Affiliates shall use commercially reasonable best efforts to obtain any consents, approvals, waivers, agreements or actions from any Person required to be obtained to consummate the transactions contemplated by this Agreement; provided, however that none of Buyer, Seller or any of their respective Affiliates shall be required to (and Seller and its Affiliates shall not, without the prior written consent of Buyer) expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consents, approvals, waivers, agreements or actions. (b) Nothing in this Agreement shall be deemed to assign or transfer any Contract which is not assignable or transferable without the consent of any Person or Governmental Entity (other than Seller, Buyer or their respective Affiliates) to the extent that such consent shall not have been given prior to the Closing (the “Non-Transferred Items”); provided, however, that each of Seller and Buyer shall have the continuing obligation after the Closing to use commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment thereof (provided that none of Seller, Buyer or their respective Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party) and, upon obtaining the requisite third-party consents thereto, such Contract right shall be transferred and assigned to Buyer hereunder. (c) With respect to any Contract subject to Section 5.5(b), from the Closing and until any requisite consent is obtained and such Contract is transferred and assigned to Buyer, the parties shall cooperate with each other, upon written request, in endeavoring to obtain for Buyer, at no cost to Buyer or its Affiliates, an arrangement to provide for Buyer substantially comparable benefits thereof, and Buyer agrees to indemnify Seller in respect of all Liabilities of Seller and its Affiliates incurred as a result of such arrangement or underlying lease, license, Contract, agreement or right. (d) Subject to Sections 5.5(a), 5.5(b) and 5.5(c) of this Agreement, Buyer agrees and acknowledges that: (i) the consents to the transactions contemplated by this Agreement that may be required from parties to certain Contracts identified in Section 3.1(d) of the Seller Disclosure Schedule have not ...