Obtaining Consents Sample Clauses

Obtaining Consents. Each party to this agreement shall take all steps required of it under clause 23.1 (Recoveries) and use its reasonable endeavours to obtain any consents or authorisations which may be required in relation to any payment to be made by it under this clause 23.

Obtaining Consents. If the purchase and sale contemplated by this Agreement requires that consent or approval be obtained prior to any transfer or assignment of Storage Assets, Buyer (except to the extent of Seller's undertakings with respect thereto as described in this Section 6.07) shall be responsible, at its sole cost, for obtaining such consent or approval. To the Knowledge of Seller, Schedule 6.07 lists all of the consents and approvals required to be obtained prior to any transfer or assignment of the Storage Assets to Buyer. Subject to the last sentence of this Section 6.07(a), commencing with the execution of this Agreement, Seller will: (i) use reasonable diligence to prepare appropriate requests for consent and consent forms and documents with respect to the documents listed on Schedule 6.07 hereto and will provide the same to the Persons from whom consent is required; (ii) use reasonable diligence to obtain as many consents as are possible prior to Closing and shall provide all documents reflecting consents that have been obtained to Buyer at Closing; and (iii) upon Closing, turn over to Buyer its files relating to its efforts to obtain such consents. Buyer shall thereafter be responsible for completing all work required to complete the process of obtaining such consents and will continue to exercise reasonable diligence to secure such consents. If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts. Buyer shall enter into subcontracting or other beneficial arrangements with Seller or an Affiliate thereof pursuant to which Buyer shall fulfill such obligations or liabilities at no additional expense to Seller except Seller's own costs in entering into, administering, and managing such arrangements. Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without b...

Obtaining Consents. To the extent that the consummation of the Red Lion Restructuring requires any third-party Consents or Governmental Approvals, subject to the next two sentences, the Parties will use their respective commercially reasonable efforts to obtain such Consents or Governmental Approvals, as soon as reasonably practicable, subject to the limitations set forth in Section 1.7(b). However, unless required to do so in accordance with the terms and provisions of the Merger Agreement, Navy will under no circumstance be required to make any payments or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any Consent or Governmental Approvals unless and to the extent that Red Lion or ▇▇▇▇▇ agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction for any payment or other accommodation made by Navy at Red Lion’s request. Red Lion hereby agrees to reimburse and make whole Navy to Navy’s reasonable satisfaction any payment or other accommodation made by Navy in respect of the third-party Consents or Governmental Approvals specifically identified as a “Required Consent” on Schedule 1.7 in an aggregate amount not exceeding that amount set forth in Schedule 1.7. Red Lion agrees that in the event that any third party or Governmental Authority requests that Navy make a payment or offer or grant an accommodation to obtain a third-party Consents or Governmental Approvals and Red Lion does not agree to reimburse or make whole Navy in connection therewith, Red Lion shall not be entitled to the benefits of the provision in, Navy will not be obligated to take any efforts under, Section 1.7(c) in respect of any Red Lion Asset, Red Lion Liability, Excluded Asset or Excluded Liability which Conveyance is subject to such third-party Consents or Governmental Approvals. For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Red Lion TSA) will be governed by Article III of the Red Lion TSA and (ii) to seek the Requisite Regulatory Approvals (as defined in the Merger Agreement) and the Required ▇▇▇▇▇ Vote (as defined in the Merger Agreement) will be governed by the Merger Agreement. The obligations set forth in this

Obtaining Consents. To the extent permitted by applicable Laws and for the benefit of the Commonwealth, the Recipient must: (a) give, where the Recipient is an individual, in a form acceptable to the Commonwealth; (b) use its best endeavours to ensure that each of the Personnel used by the Recipient in the production or creation of the Agreement Material gives, in a form acceptable to the Commonwealth; and (c) use its best endeavours to ensure that any holder of Moral Rights in Third Party Material included in the Agreement Material gives, genuine consent in writing to the use of the Agreement Material for the Specified Acts, even if such use would otherwise be an infringement of its or their Moral Rights and notify the Commonwealth if this consent is not obtained.

Obtaining Consents. To the extent permitted by applicable Laws and for the benefit of DFAT, the Recipient must use its best endeavours to ensure that: (a) each of the Personnel used by the Recipient in the production or creation of the Agreement Material gives, in a form acceptable to DFAT; and (b) any holder of Moral Rights in Third Party Material included in the Agreement Material gives,

Obtaining Consents. The Parties shall cooperate with each other and use their respective commercially reasonable efforts to obtain: (i) the transfer, assignment or reissuance to Spinco or a member of the Spinco Group of all Transferable Permits; (ii) the issuance to Spinco or a member of the Spinco Group of any other Permits of WDC or its Affiliates that are necessary for the ownership or operation of the Flash Business or the Flash Assets that do not constitute Transferable Permits (“Non-Transferable Permits”); and (iii) all Consents and Governmental Approvals of all other Persons to the extent necessary to consummate the Internal Restructuring as required by the terms of any Law, license, permit, concession or Contract to which WDC or any of its Subsidiaries is currently a party or by which any of them is bound, subject to the limitations set forth in this Section 1.8; provided, however, that with respect to Shared Contracts, Section 1.8(c) shall control; and provided, further, that if any member of the Spinco Group or any member of the WDC Group is required to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, that is not provided for in the underlying Contract) to any third party in connection with any of the actions in clauses (i) through (iii) above, then (A) WDC shall be required to pay any such costs and expenses incurred by either Party on or prior to the Distribution and (B) following the Distribution, each Party shall bear its own such costs and expenses. Other than as provided in the immediately preceding sentence, each of the Parties agrees that it shall not commit, and shall cause its Subsidiaries not to commit, to any third party on behalf of Spinco, WDC or any member of the Spinco Group or WDC Group to make any payments, incur any Liability or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying Contract, including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees) to any third party to obtain any such Consents that would be a Liability of Spinco, WDC or any member of the Spinco Group or WDC Group after the Separation Time, without the prior express written consent of WDC or Spinco, as applicable. The obligations set forth in this Section 1.8(a) shall terminate upon the twelve (12) month anniversary of the Separation Time or, if the term of a Contract, Permit, ...

Obtaining Consents. BHI will use its reasonable best efforts to obtain, and to assist the Company in obtaining, all consents, authorizations and approvals and making all filings necessary for the consummation of the transactions contemplated by this Agreement, if any, required under any applicable law or regulation.

Obtaining Consents. Each party to this Agreement agrees to take all steps required of it pursuant to Clause 28.1 (Recoveries) and to use its reasonable endeavours to obtain any consents or authorisations which may at any relevant time be required in respect of any payment to be made by it pursuant to this Clause 28 (Pro Rata Payments, Receipts and Set off).

Obtaining Consents. The Purchaser will use all reasonable efforts to obtain all consents, authorizations and approvals and making all filings necessary for the consummation of the transactions contemplated by this Agreement.