2Consents. All consents, approvals and waivers necessary to permit Sellers to transfer the Shares to Buyer as contemplated hereby shall have been obtained, except for consents which in the aggregate if not obtained would not have any material adverse affect on the Business, and the expiration or early termination of the waiting period under the HSR Act shall have occurred; provided, however, that with respect to any landlord consents, Sellers shall only be required to have used their best efforts to obtain them.
2Consents. The Applicant shall:
(a) not carry out any work upon the Site without having obtained all necessary Consents for that work and in particular (but without prejudice to the generality of the foregoing) shall not carry out any work constituting development for which planning permission is required without having obtained detailed planning consent for that work, and shall if requested by the Council produce to it such documents or copy documents as the Council may require to demonstrate satisfaction of its obligations under this paragraph;
(b) at all times throughout the Project comply with all Consents; and
(c) ensure that the planning and operation of the Project reflect the principles of Sustainable Development with the aim of ensuring sustainability within the Lancashire region.
2Consents. Xencor and Xxxxxxx each represents and warrants to the other Party that, except for any regulatory licenses, pricing or reimbursement approvals, manufacturing approvals or similar approvals necessary for the Exploitation of the Licensed Antibodies and Licensed Products, all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by it as of the Execution Date in connection with the execution, delivery and performance of this Agreement (as contemplated as of the Execution Date) have been obtained by the Execution Date, except for those required under the HSR Act or that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Exploitation of the Licensed Antibodies and Licensed Products.
2Consents. All consents, approvals and waivers necessary to permit Sellers to transfer the Purchased Assets to Buyer as contemplated hereby shall have been obtained, unless the failure to obtain any such consent, approval or waiver would not have a material adverse effect upon Sellers.
2Consents. (a) All consents, approvals and waivers necessary to permit Sellers to transfer the Purchased Assets to Buyer (including, without limitation, consents to the transfer and assignment of the Real Property Leases as set forth below) as contemplated hereby shall have been obtained, except for consents which in the aggregate if not obtained would not have any material adverse affect on the Business or the Purchased Assets.
(b) Sellers shall have obtained consents from landlords with respect to at least 50% of the Real Property Leases. With respect to landlord consents not obtained by the Closing Date, Buyer and Sellers agree as follows:
(i) Buyer will accept a written consent to sublease from any landlord in lieu of a written consent to assignment in full satisfaction of Sellers' obligation under this Section.
(ii) If any landlord is unable or unwilling to furnish a consent with due diligence, as appropriate in each case, as reasonably determined by the parties, the parties will enter into a sublease agreement for the premises for a term equal to Seller's term under the original lease under which sublease, Buyer will assume all of Seller's financial obligations under the original lease with Seller as sublessor and Buyer as sublessee. If Buyer is able to operate in such store(s) until the expiration of the original lease, including any periods covered by any renewal options, Seller shall have no liability relating to such sublease arrangement.
(iii) If any landlord who has withheld consent gives notice of default or commences eviction procedures against Seller or Buyer due to failure to obtain necessary consents of assignment or sublease, then Buyer agrees to relocate the assets of such store(s) prior to an eviction through judicial process and Seller agrees to pay the reasonable costs of such relocation, which costs the parties agree will not exceed $25,000 for any one location, and which the parties agree will be the limit of any liability per location that Seller shall have due to the failure to obtain any landlord's consent.
2Consents. By Closing, Seller will obtain all such permissions, approvals and consents by governmental authorities and others which are obtainable by Closing and are required to vest good and marketable title to the Assets in Buyer as provided in Article 7 hereof, or as may be otherwise reasonably requested by Buyer. Seller will execute all necessary or appropriate transfer orders (or letters in lieu thereof) designating Buyer as the appropriate party for payment effective as of the Closing Date.
2Consents. Each Party represents and warrants that as of the Effective Date all necessary consents, approvals and authorizations of all government authorities and other Persons required to be obtained by such Party in connection with execution, delivery and performance of this Agreement have been obtained.
2Consents. Where any consent or approval is required from Envestra under the Agreement, Envestra will have no obligation to give that consent or approval except where an obligation to consent or approve is imposed by law. Envestra may make any consent or approval subject to whatever conditions it considers necessary or desirable.
2Consents. The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Notes.
2Consents. (a) Notwithstanding any other provision of this Agreement and other than with respect to the Seller Financing Agreement and the consent of any Third Party required for the development, commercialization, Manufacturing, packaging, distributing, marketing and selling of the Product, this Agreement does not constitute an agreement to sell, convey, assign, assume, transfer or deliver any interest in any Purchased Asset if an attempted direct or indirect assignment thereof, or agreement to sell, convey, assign, assume, transfer or deliver, without the consent of any Third Party, would constitute a breach or other contravention of the rights of such Third Party under an Assumed Contract (each such Purchased Asset, a “Non-Assignable Right”). If any direct or indirect transfer or assignment or agreement to do so by Seller to, or any direct or indirect assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any Purchased Asset requires the consent of a Third Party, then such transfer, assignment or assumption or agreement shall be made subject to such consent being obtained.
(b) If any such consent referred to in Section 2.2(a) is not obtained prior to the Closing Date (excluding with respect to any Governmental Authority or any Governmental Authorization), the Closing shall nonetheless take place, and notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the applicable Non-Assignable Right until and unless such consent is obtained (at which point such Non-Assignable Right will be deemed to have been assigned or transferred under this Agreement on such date), and, if requested by Purchaser, Seller shall use commercially reasonable efforts to obtain such consent, and in any case as soon as possible after the Closing Date; and (b) upon delivery of Purchaser’s written election to Seller, (i) such Non-Assignable Right shall be considered an Excluded Asset and Purchaser shall have no Liability whatsoever with respect to any such Non-Assignable Right or any Liability with respect thereto (and any consent to transfer or assignment obtained thereafter shall have no effect) or (ii) Seller and Purchaser shall cooperate to obtain for Purchaser substantially all of the practical benefit and burden of such Non-Assignable Right, including by (A) entering into appropriate and reasonable alternative arrange...
