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 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.
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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.
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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.
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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 SCHEDULE 3(H) FINANCIAL INFORMATION 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 Verizon $ 2,579 $ 2,579 $ 2,579 $ 578 $ 578 $ 578 $ 9,469 GTE WIRELESS OF THE SOUTH INC $ ...
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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.)

  • 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 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 by the Company of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.

  • Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries 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 Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of the Transaction Documents by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries 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 consummation by the Company of the transactions contemplated hereby, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. On and as of the date hereof, no event has occurred or is continuing which constitutes, or with notice or lapse of time would constitute, an Event of Default (as defined in 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 execution, delivery and performance of the Transaction Documents by the Company to the extent a party thereto, or the issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by the Pricing Disclosure Package and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • 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. (b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Exchange Act), domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Certificates; or (2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (3) to evidence and provide for the acceptance of appointment hereunder by a successor Agent; or (4) to make provision with respect to the rights of Holders pursuant to the requirements of Section 5.6(b); or (5) to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to make any other provisions with respect to such matters or questions arising under this Agreement, provided such action shall not adversely affect the interests of the Holders.

  • Waivers and Supplemental Agreements with Consent of Holders With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

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