Agreements Requiring Consent Sample Clauses

Agreements Requiring Consent. Where a consent of a third party is required to permit the transfer or assignment to the Purchaser of any of the Vendors' interest in any of the Contracts, Permits and Licenses or Surety Bonds, the assignment of those agreements and rights in respect of which the required consent has not been received on or before the Closing Date will not be effective in each case until the applicable consent has been received or the Bankruptcy Court enters an order authorizing the Vendors to assume such agreement and assign it to the Purchaser and, in the absence of such consent or Bankruptcy Court Order, such agreement or right will be held by the Vendors following the Closing in trust for the benefit and exclusive use of the Purchaser. The Vendors shall continue to use all reasonable efforts to obtain the required consents. The Vendors shall only make use of such agreements and rights in accordance with the directions of the Purchaser that do not conflict with the terms of such Contracts, Permits and Licenses or Surety Bonds provided that the Purchaser shall reimburse the Vendors for all reasonable costs and expenses incurred as a result of the direction of the Purchaser.
Sample 1
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Agreements Requiring Consent with respect to each agreement or other asset that requires the consent or approval of another party thereto for the creation of a security interest or charge therein, the security interests or charges created hereby will not become effective therein until all such consents or approvals have been obtained, or until such other assurances as may be acceptable to the Secured Party have been received, but until then the Debtor shall stand possessed of such asset in trust to dispose of as the Secured Party may direct. There shall be excepted out of or excluded from the assignment provided for in subparagraph 2.1(a)(iii), all Intellectual Property now or hereafter included in the Collateral.
Sample 1
Agreements Requiring Consent. Where a consent of a Third Party is required to permit the transfer or assignment to the Purchaser of the Vendor’s interest in any of the Agreements or the Licences and Permits, the assignment of those agreements and rights in respect of which the required consent has not been received on or before the Closing Date will not be effective in each case until the applicable consent has been received and such agreement or right will be held by the Vendor following the Closing in trust for the benefit and exclusive use of the Purchaser. The Vendor shall continue to use all commercially reasonable efforts to obtain the required consents and shall only make use of such agreements and rights in accordance with the directions (and at the additional expense, if any,) of the Purchaser that do not conflict with the terms of such Agreements and Licences and Permits.
Sample 1
Agreements Requiring Consent. AMEX – Amended and Restated Master Agreement for Electronic Commerce dated September 23, 1999 as modified by Amendment No. 2 dated June 10, 2002 and Amendment No. 3 dated December 17, 2002. Mastercard International – Agreement dated February 10, 1997, as amended and supplemented, and all related agreements State Street – Agreement dated July 31, 2001. Trigon BC/BS (Anthem) – Agreement dated June 28, 1999 and Master Professional Services Agreement dated June 13, 2003. Verizon (Xxxx Atlantic) – Agreement dated August, 1999. Xxxxxx International – Agreement dated February 5, 1999. Xxxxxxx Xxxxx – Agreement dated September 3, 1999. Nokia – Root Key and Hosting Services Agreement dated November 1, 2000 Exhibits SCHEDULE 3(H) FINANCIAL INFORMATION Hosting Revenue YTD Customer Name Jan Feb Mar April May June Grand Total Hosting Akamai** $ 945 $ 6,510 $ 630 $ 4,410 $ 2,065 $ 630 $ 15,190 ADOBE SYSTEMS INC $ 375 $ 400 $ 400 $ 400 $ 400 $ 1,976 American Express American Express Snowstorm $ 6,738 $ 6,738 $ 6,738 $ 6,738 $ 6,738 $ (16,363 ) $ 17,325 AMERICAN EXPRESS TRAVEL RS $ 11,946 $ 12,346 $ 12,946 $ 9,946 $ 9,946 $ 57,129 American Express-U.K. $ 2,008 $ 2,008 $ 2,008 $ 2,672 $ 2,672 $ (640 ) $ 10,727 Atrion Networking $ 643 $ 643 $ 643 $ 2,070 $ 1,751 $ 876 $ 6,626 BANC ONE $ 1,100 $ 2,200 $ 1,100 $ 1,100 $ 5,500 CIGNA $ 9,698 $ 9,698 $ 9,698 $ 9,698 $ 9,698 $ 9,698 $ 58,187 Crosshair Technologies $ 770 $ 770 $ 770 $ 770 $ 770 $ 770 $ 4,620 GTE DATA SERVICES INC $ 385 $ 385 $ 385 $ 385 $ 385 $ 385 $ 2,310 GTE INTERNETWORKING SERVICES GTE TSI $ 4,327 $ 4,327 $ 115 $ 115 $ 115 $ 115 $ 9,115 Ingenix $ 2,040 $ 2,040 $ 2,040 $ (2,040 ) $ 4,080 ITT SHERATON $ 1,799 $ 360 $ 360 $ 360 $ 2,878 MASTERCARD INTERNATIONAL INC $ 30,485 $ 29,714 $ 15,069 $ 21,197 $ 21,197 $ 5,974 $ 123,636 MasterCard International Incorporat $ 2,531 $ 2,531 $ 2,531 $ 2,531 $ 2,531 $ (126 ) $ 12,531 XXXXXXX XXXXX $ 1,942 $ 20,142 $ 1,542 $ 1,942 $ 1,942 $ 1,942 $ 29,450 XXXXXX INTERNATIONAL $ 1,897 $ 1,897 $ 1,897 $ 1,897 $ 1,897 $ 1,897 $ 11,384 Orange SA-Service Compatabille $ 45,000 $ 45,000 State Street Bank and Trust Company $ 6,733 $ 6,733 $ 6,733 $ 6,733 $ 6,733 $ 6,733 $ 40,400 SWISSCOM AG BERN $ 2,536 $ 845 $ 845 $ 845 $ 845 $ 845 $ 6,762 Texas Department of Transportation $ 1,829 $ 1,829 $ 1,829 $ 1,829 $ 1,829 $ 1,829 $ 10,973 THE DREYFUS CORPORATION $ 1,059 $ 1,059 $ 1,059 $ 1,059 $ 1,059 $ 1,059 $ 6,353 TRIGON BLUE CROSS BLUE SHIELD $ 2,742 $ 11,000 $ 5,500 $ 5,500 $ 5,500 $ 30,242 ...
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Related to Agreements Requiring Consent

  • Consents Required A complete list of all agreements wherein consent to the transaction herein contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or subsequent to closing, or where consent to an acquisition, consolidation, or sale of all or substantially all of the assets is required to avoid a default thereunder. (Schedule F.)

  • Amendments Requiring Consent of all Affected Noteholders No amendment to this Agreement may, without the consent of all affected Noteholders, (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, Collections or distributions that are required to be made to the Secured Parties, (ii) change the terms on which the Servicer may exercise its option to purchase the Sold Property under Section 8.1, (iii) reduce the percentage of the Note Balance of the Notes required to consent to any amendment or (iv) change the Specified Reserve Balance.

  • All Consents Required All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

  • Events Requiring Notice The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

  • No Consent of Third Parties Required No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Definitions; Consent Required The term "Utility Installations" is used in this Lease to refer to all air lines, power panels, electrical distribution, security, fire protection systems, communications systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment which can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be made any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without Lessor's consent but upon notice to Lessor, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing walls, or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the term of this Lease as extended does not exceed $2,500.00.

  • No Consents Required No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

  • Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required None of the Parent Guarantor, the Issuer nor any of the subsidiaries of the Issuer is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer, for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of the Parent Guarantor, the Issuer nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which any of the property or assets of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Parent Guarantor’s and the Issuer’s execution, delivery and performance of this Agreement and the Indenture, and the respective execution, issuance and delivery of the Debt Securities and the Guarantees, the consummation of the transactions contemplated hereby, by the Indenture and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate or other action, as the case may be, and will not result in any violation of the provisions of the charter or by-laws or other similar constitutive documents of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not, individually or in the aggregate, materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Parent Guarantor, the Issuer or any of the subsidiaries of the Issuer, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the Parent Guarantor’s or the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Parent Guarantor’s or the Issuer’s execution, delivery and performance of this Agreement or the Indenture, or the execution, issuance and delivery of the Debt Securities or the Guarantees or the consummation of the transactions contemplated hereby or thereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the Parent Guarantor or the Issuer and are in full force and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement or the Indenture.

  • No Conflicts; Required Filings and Consents (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

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