Third Party Consents; Non-Assignable Assets Sample Clauses

Third Party Consents; Non-Assignable Assets. (a) The parties hereto acknowledge and agree that the consent of BIIB under each of the Assigned Contracts between CTI and BIIB, as identified on Section 5.8 of the Disclosure Schedule, will be the only Assignment Consent required to be obtained as of the Closing (collectively, the “BIIB Consent”), and the Company shall pay all fees, costs and other charges paid or payable to BIIB in connection with its consent to the assignment of the Assigned Contracts or otherwise related to the transactions contemplated under this Agreement (collectively, the “BIIB Consent Payment”). (b) Notwithstanding anything herein to the contrary, if any of the Assigned Contracts, the Regulatory Applications/Approvals or other Conveyed Assets are not assignable or transferrable (each a “Non-Assignable Asset”) without the consent of, notice to, waiver by, or, in the case of any applicable sublicense agreement, the receipt of a substantially equivalent sublicense agreement from, a third party, including any Governmental Entity (each an “Assignment Consent”), either as a result of the provisions thereof or applicable Governmental Rules, and any of such Assignment Consents are not obtained by CTI prior to the Closing, in either case this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and the Company shall not assume CTI’s rights or obligations under such Non-Assignable Assets, until and unless the Assignment Consent is obtained after the Closing. (c) Each of the Company, CTI and Spectrum shall use reasonable best efforts to obtain all other Assignment Consents to Non-Assignable Assets, on terms reasonably acceptable to (and approved in advance by) the Company, as soon as practicable after the Closing, and upon receipt of an Assignment Consent, the applicable Non-Assignable Asset shall be assigned, transferred and conveyed to the Company and otherwise give effect to the transactions contemplated hereby. Any and all costs or expenses incurred in connection with obtaining the Assignment Consent or otherwise transferring the Non-Assignable Asset to the Company shall be borne by the Company. After the Closing and until the applicable Assignment Consent is obtained, CTI shall cooperate with the Company in commercially reasonable arrangements as mutually agreed upon and designed to provide the Company with all of the benefits and burdens of the applicable Non-Assignable Assets that would be assigned to or assume...
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Related to Third Party Consents; Non-Assignable Assets

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.