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.
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. (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.
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 necessary consents, approvals and authorizations of all Governmental Authorities and other Persons required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained.
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. The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the Notes.
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. The Applicant shall:
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.
