Obligation to obtain Third Party Consents Sample Clauses
The 'Obligation to obtain Third Party Consents' clause requires one or both parties to secure necessary approvals or permissions from external parties before proceeding with certain actions under the agreement. This may involve obtaining consent from landlords, licensors, regulatory authorities, or other stakeholders whose rights or interests could be affected by the contract. By mandating the acquisition of these consents, the clause ensures that the agreement can be performed lawfully and without infringing on third-party rights, thereby reducing the risk of legal disputes or contract invalidity.
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Obligation to obtain Third Party Consents. 6.1.1 The transfer of the Transferred Contracts by Seller or its relevant Affiliate to Purchaser or its relevant Affiliate may be subject to the prior approval of the other party to such contracts (the “Third Party Consent”). Without limiting Purchaser’s rights or Seller’s obligations under clause 5.2.7 or Section 2(h) of Annex F or limiting, modifying or otherwise affecting any representation or warranty of Seller under this Agreement, insofar as a Third Party Consent has not been obtained in relation to a Transferred Contract prior to the Closing Date, Purchaser and Seller or its relevant Affiliate shall use commercially reasonable efforts to obtain such Third Party Consent as soon as practicable after the Closing Date.
6.1.2 In connection with the obtaining of any Third Party Consent referred to in paragraph 6.1.1, Purchaser shall supply to Seller such information and references (under appropriate non-disclosure arrangements) regarding Purchaser as may be reasonably requested by Seller or any relevant third party for the purpose of obtaining Third Party Consents.
6.1.3 In respect of any Transferred Contract, from the Closing Date until the relevant Third Party Consent has been obtained as contemplated by paragraph 6.1.1 or in the event the Third Party Consent has been refused:
(a) If and to the extent requested in writing by Purchaser following the Closing, Seller shall use its commercially reasonable efforts to obtain the consent of the other parties to any such Transferred Contract or any claim, right or any benefit arising thereunder for the assignment thereof to Purchaser or its relevant Affiliate, and Purchaser shall reasonably cooperate with such efforts;
(b) Seller and Purchaser shall make such other arrangements between themselves to provide to Purchaser the full benefits of the Transferred Contract, including the enforcement at the cost and for the account of Purchaser of all rights of Seller against any other party thereto;
(c) To the extent that Purchaser is lawfully and practically able to do so, and to the extent that Purchaser is receiving the full benefits of the Transferred Contract, Purchaser shall perform Seller’s or its relevant Affiliate’s obligations under the Transferred Contract as agent or sub-contractor and shall indemnify Seller or Seller’s Affiliates in respect thereof, and Seller authorizes Purchaser to perform all the obligations and/or receive all the benefits of Seller under the Transferred Contract and appoints Purchaser ...
Obligation to obtain Third Party Consents. In relation to any Contract which is not assignable or transferable (whether by sub-contracting or otherwise) without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and the Seller and the Relevant Purchasers shall each use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents on terms reasonably acceptable to the Relevant Purchasers and the Seller as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Relevant Purchasers, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and an assignment duly executed by the appropriate parties.
Obligation to obtain Third Party Consents. 5.1 Subject to paragraph 3, in relation to any Transferred Contract (excluding, for the purposes of this Schedule 10, any Product Approval or Product Application) or Transferred Intellectual Property Contract or Co-Owned Vaccines Group Intellectual Property Right or Transferred Plant and Equipment which is not assignable or sub-licensable without a Third Party Consent or a Separation of a Shared Business Contract or a Mixed Contracts Separation of a Mixed Contract which is not separable without a Third Party Consent, this Agreement shall not be construed as an assignment, an attempted assignment, a sub-licensing or an attempted sub-licensing and the Seller and the Purchaser shall each use their respective reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep the other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent.
5.2 In connection with the obtaining of any Third Party Consent referred to in paragraph 5.1, the Purchaser shall supply to the Seller such information as may be reasonably requested by the Seller or any relevant third party.
5.3 Save as otherwise provided in this Agreement and save where related to the Mixed Contracts Separation of a Mixed Contract, the cost of any fee demanded by the third party as consideration for giving the Third Party Consent shall be borne by the Purchaser, provided that:
5.3.1 the cost is agreed in advance by the Purchaser (such agreement not to be unreasonably withheld or delayed); and
5.3.2 no party shall be required to bear any internal or administrative costs of the other party in relation to any Third Party Consent.
5.4 Save as otherwise provided in this Agreement, the cost of any fee demanded by the third party as consideration for consenting to a Mixed Contracts Separation of a Mixed Contract and all administrative and all reasonable fully burdened internal costs of the Purchaser’s Group (including any Delayed Vaccines Group Company) shall be borne by the Seller, provided that the cost of any fee demanded by the third party is agreed in advance by the Seller (such agreement not to be unreasonably withheld or delayed).
5.5 The parties agree that the provisions of any document entered into in connection with a Third Party Consent (including by way of novation) shall be without prejudice to the provisi...
Obligation to obtain Third Party Consents. 6.12.1 It is acknowledged that, in effecting the Disentanglement, the transfer, pursuant to this Agreement, of Contracts may be subject to Third Party Consents. NXP shall request ST to give its prior approval prior to obtaining the Third Party Consents of certain material Contracts. Insofar as a Third Party Consent has not been obtained in relation to a Contract, other than a Project Contract, prior to Closing, except as otherwise mutually agreed between the Parties, the Parties shall use their reasonable best efforts to obtain such Third Party Consent as soon as practicable after the Closing Date.
6.12.2 In connection with the obtaining of any Third Party Consent referred to in paragraph 6.12.1, each Party shall supply to the other Party such information and references (under appropriate non-disclosure arrangements) regarding it as may be reasonably requested by the other Party or any relevant third party for the purpose of obtaining Third Party Consents and shall enter into such undertakings or procure such guarantees in favour of any relevant third party as may be reasonably requested in respect of the relevant Contracts.
6.12.3 In respect of any Contract other than a Project Contract, from the Closing Date until the relevant Third Party Consent has been obtained as contemplated by Clause 6.12.1 or in the event the Third Party Consent has been refused:
(a) to the extent permitted under the relevant Contract, the Parties shall make such other arrangements between themselves to provide to the Company or the relevant Group Company the full benefits of the Contract, including the enforcement at the cost and for the account of the Company or the relevant Group Company of all rights of NXP or ST, as the case may be, against any other party thereto;
(b) to the extent that the Company or the relevant Group Company is lawfully and practically able to do so, and to the extent that the Company or the relevant Group Company is receiving the full benefits of the Contract, the Company or the relevant Group Company shall perform the obligations of the NXP Group or ST Group, as the case may be, under the Contract as agent or sub-contractor and shall indemnify the NXP Group or the ST Group, as the case may be, in respect thereof;
(c) to the extent that the Company or the relevant Group Company is not lawfully or practically able to perform the obligations of the NXP Group or ST Group, as the case may be, under the Contract as agent or sub-contractor, the NXP Group or ST...
Obligation to obtain Third Party Consents. 1.1 The Seller shall use reasonable endeavours both before and after Closing to procure all necessary Third Party Consents to achieve the novation (and in the event that a novation is not acceptable to any third party counterparty to any Non-Transferring Contract, the assignment or other transfer) from the relevant Group Company (the “Transferor”) to the relevant member of the Retained Group (the “Transferee”) of each Non-Transferring Contract and shall keep the Purchaser informed of progress in obtaining such Third Party Consents.
Obligation to obtain Third Party Consents. 5.1 Subject to paragraph 3, in relation to any Transferred Contract (excluding, for the purposes of this Schedule 10, any Product Approval or Product Application) or Transferred Intellectual Property Contract or Co-Owned Vaccines Group Intellectual Property Right or Transferred Plant and Equipment which is not assignable or sub-licensable without a Third Party Consent or a Separation of a Shared Business Contract or a Mixed Contracts Separation of a Mixed Contract which is not separable without a Third Party Consent, this Agreement shall not be construed as an assignment, an attempted assignment, a sub-licensing or an attempted sub-licensing and the Seller and the Purchaser shall each use their respective reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep the other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent.
5.2 In connection with the obtaining of any Third Party Consent referred to in paragraph 5.1, the Purchaser shall supply to the Seller such information as may be reasonably requested by the Seller or any relevant third party.
5.3 Save as otherwise provided in this Agreement and save where related to the Mixed Contracts Separation of a Mixed Contract, the cost of any fee demanded by the third party as consideration for giving the Third Party Consent shall be borne by the Purchaser, provided that:
Obligation to obtain Third Party Consents. In relation to any Contract which is not assignable without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and the Seller and the relevant Business Purchaser shall each use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents. The Seller shall deliver to the relevant Business Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and a transfer or assignment, as appropriate, duly executed by the appropriate parties.
Obligation to obtain Third Party Consents. 3.1.1 Following the date of this Agreement, E.ON AG shall, and shall procure that the relevant member of the E.ON AG Group shall, use reasonable endeavours, with the cooperation of the Purchaser and the Asset Transferee, to obtain as soon as possible the relevant Third Party Consent in relation to each Transferring Contract, and shall keep each other informed of the progress in obtaining such Third Party Consents.
Obligation to obtain Third Party Consents. (a) In relation to any Contract which is not assignable without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and Seller and Purchaser shall procure that the relevant Business Seller and the relevant Business Purchaser each use reasonable efforts both before and after Closing to obtain all necessary Third Party Consents as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents. Seller shall procure that the relevant Business Seller shall deliver to the relevant Business Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and the necessary transfer instrument duly executed by the appropriate parties.
(b) In connection with the obtaining of any Third Party Consent referred to in Paragraph 1(a), Purchaser shall procure that the relevant Business Purchaser supplies to the relevant Business Seller such information and references regarding the financial position of the relevant Business Purchaser as may be reasonably requested by the relevant Business Seller or any relevant third party and shall enter into such undertakings or procure such guarantees in favour of any relevant third party as are required by the terms of any such Group Contract or may be reasonably requested in respect of any liabilities or obligations to which the relevant Business Purchaser will become subject or which the relevant Business Purchaser will incur on assignment.
Obligation to obtain Third Party Consents. In relation to any Contract or Split Contract which is not assignable without a Third Party Consent and in relation to the TSA Third Party Consents, EIL shall use reasonable endeavours both before and after Closing to obtain all necessary Third Party Consents as soon as is reasonably practicable and shall keep the Purchaser and BZ WBK informed of progress in obtaining such Third Party Consents. EIL shall deliver to the Purchaser, on Closing or, if later, as soon as possible after receipt, any Third Party Consent and a transfer duly executed by the appropriate parties. AIB undertakes, for the period until the actual entry into force of the Transitional Services Agreement, to perform its obligations in accordance with and subject to the terms of clauses 3.1 and 3.2 of the Transitional Services Agreement in respect of the TSA Third Party Consents as if the Transitional Services Agreement were in force from the date of this Agreement.