Third Party Approvals and Permits Clause Samples

Third Party Approvals and Permits. (a) Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.04, subject to the terms and conditions of this Agreement, prior to the Relevant Closing, each Party shall, and shall cause its respective Affiliates to, use reasonable best efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the Non-Assignable Assets, and (ii) provide all notices and otherwise take all reasonable actions necessary to transfer any transferable Permits or reissue or obtain any replacement Permits (the “Permit Approvals”) required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by the Transaction Documents and that are material to the operation of the Businesses or the Retained Businesses, as applicable. To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval. Notwithstanding the foregoing, no Party shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit Approval. Upon obtaining any such requisite Third Party Approval, the relevant Non-Assignable Asset or Permit shall promptly be transferred and assigned to the Transferee at no additional cost to the Transferee (or any of its Affiliates). (b) To the extent permitted by Law, in the event any Third Party Approval or Permit Approval has not been obtained by the Relevant Closing, the Party contemplated to be transferring or causing to be transferred such Non-Assignable Asset or Permit under this Agreement (the “Transferring Party”) shall hold in trust for the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Transferee”), and shall promptly forward to the Transferee any income, proceeds and other monies received in respect of, the relevant Non-Assignable Asset or Permit until such time as the Third Party Approval or Permit Approval is obtained (or, if a Contract or Permit, until the expiration or renewal thereof); provided that to the extent not prohibited by the terms of any N...
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Third Party Approvals and Permits. Except with respect to Regulatory Approvals which are addressed in Section 5.03, and the Shared Contracts which are addressed in Section 5.05, subject to the terms and conditions of this Agreement, prior to the Closing, each Party shall, and shall cause its respective Subsidiaries to, use commercially reasonable efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the rights under Contracts that are material to the operation of the Business that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable Contract”), and (ii) provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement and that are material to the operation of the Business. To the extent that any Third Party Approval or Permit has not been obtained prior to Closing, for up to ninety (90) days after the Closing Date, each Party shall use its commercially reasonable efforts, at the other Party’s request, to endeavor to obtain such Third Party Approval or Permit. Notwithstanding the foregoing, neither Party shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such Third Party Approval or Permit with respect to the transfer or assignment of any such Non-Assignable Contract or the issuance of any such Permit.
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Third Party Approvals and Permits. Except with respect to Consents which are addressed in Section ‎8.01, subject to the terms and conditions of this Agreement, prior to the Closing, (a) each of the parties hereto shall, and shall cause its respective controlled Affiliates to, use its commercially reasonable efforts to obtain, as promptly as practicable, all Consents required to be obtained from any third party that are necessary to consummate the Transactions and (b) Arena shall use commercially reasonable efforts to obtain, as promptly as practicable, the Arena Credit Agreement Consents and the Arena Note Purchase Agreement Consents (including to extend the deadline for completing the Approved SI Deal (as defined in the Arena Note Purchase Agreement) from December 31, 2023 to the Closing Date). Notwithstanding anything to the contrary contained in this Agreement, neither party shall, without the prior written consent of the other party, pay any fee or grant or offer to grant any accommodation or concession (financial or otherwise) to any such third party in connection with seeking or obtaining its Consent to the Transactions.
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Third Party Approvals and Permits. Except as may be determined in accordance with Article IX as a result of a breach of the representations and warranties set forth in in this Agreement, Buyer agrees that the GNC Parties shall not have any Liability whatsoever to Buyer arising out of or relating to the failure to obtain any such consents or waivers that may be required in connection with the transactions contemplated by this Agreement and the other Transaction Documents. After the Initial Closing, the GNC Parties shall cooperate with Buyer in obtaining any consents or waivers that may not have been obtained as of the Initial Closing; provided, however, that such cooperation shall not include any requirement of the GNC Parties to expend money, commence, defend or participate in any Action, offer or grant any accommodation (financial or otherwise) to any third Person, or suffer the loss of any right or benefit.
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Third Party Approvals and Permits. Except with respect to the Mandatory Regulatory Approvals which are addressed in Section 5.05, and Business Employee Approvals which are addressed in ARTICLE VII, subject to the terms and conditions of this Agreement, prior to the earlier of (a) the completion of the Reorganization and all closings pursuant to Section 2.07 and Section 2.09 and (b) the termination of this Agreement in accordance with its terms, each Party shall, and shall cause its respective Subsidiaries to, use commercially reasonable efforts to obtain all (i) Third Party Approvals, necessary to consummate the sale, purchase and assumption of the Transferred Interests, the Transferred Assets or the Assumed Liabilities, in each case as contemplated by this Agreement, (ii) Third Party Approvals necessary to transfer and assign the rights under Contracts that constitute Transferred Assets or Assumed Liabilities or to which any Transferred Entity is a party, and (iii) Third Party Approvals necessary to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the sale, purchase and assumption of the Transferred Interests, the JV Interests, the Transferred Assets or the Assumed Liabilities. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to incur any Liabilities or provide any non-de minimis financial accommodation, in order to obtain any such Third Party Approval.
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Third Party Approvals and Permits. Except with respect to Regulatory Approvals which are addressed in Section 5.03, subject to the terms and conditions of this Agreement, prior to the Closing, each Party shall, and shall cause its respective Subsidiaries to, cooperate with the other Party and use commercially reasonable efforts to (i) obtain the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) necessary to transfer and assign the rights under any Material Contract that require any such consent, waiver, approval, order or authorization (each, a “Non-Assignable Contract”) and (ii) provide all notices and otherwise take all actions to transfer, reissue or obtain any Permits required to be transferred, reissued or obtained as a result of or in furtherance of the transactions contemplated by this Agreement and that are material to the Company and the Company Subsidiaries. Notwithstanding the foregoing, none of Seller, the Company or any Company Subsidiary shall be required to incur any Liabilities or provide any financial accommodation in order to obtain any such Third Party Approval or Permit with respect to the transfer or assignment of any such Non-Assignable Contract or the issuance of any such Permit. Notwithstanding anything to the contrary contained herein, each Party acknowledges and agrees that the successful procurement of any Third Party Approval with respect to any Non-Assignable Contract pursuant to this Section 5.05 is not a condition to any Party’s obligation to effect the Closing.
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Related to Third Party Approvals and Permits

  • Approvals and Permits The Company possesses such certificates, authorizations, licenses, and permits issued by the appropriate state, federal, and foreign regulatory agencies or bodies necessary to conduct the business now operated by it, and the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would materially and adversely affect the conduct of the business, operations, financial condition, or income of the Company.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by the Corporation to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and Owner shall have been furnished with appropriate evidence, reasonably satisfactory to him, of the granting of such approvals, authorizations, consents, permits and licenses; and (b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

  • Third Party Approvals (a) Subject to the terms and conditions of this Agreement, Parent and the Partnership and their respective Subsidiaries will cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. Each of Parent and the Partnership has the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties agrees to act reasonably and promptly. Each Party agrees that it will consult with the Other Parties with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the Other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Parent and the Partnership agrees, upon request, to furnish the Other Party with all information concerning itself, its Subsidiaries, directors, officers and unitholders and such other matters as may be reasonably necessary or advisable in connection with the Partnership Proxy Statement, the Registration Statement or any filing, notice or application made by or on behalf of such Other Party or any of such Other Party’s Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. (c) This Section 7.9 shall not apply to (i) approval under Antitrust Laws or (ii) approval of the SEC of the Registration Statement and Partnership Proxy Statement.

  • Governmental Approvals and Consents (a) Each Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such Party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each Party shall cooperate fully with the other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Target Company and Holdings shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.2 and Section 4.2 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Target Company and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 5.7 shall require, or be construed to require, the other Parties or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the other Parties, the Target Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to the other Parties of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.