Applicable Consents Sample Clauses

Applicable Consents. (a) Seller shall transmit all required notices with respect to consents from Third Parties required prior to Closing to assign the Properties (such consents, other than Customary Post Closing Consents, “Applicable Consents”) set forth on Schedule 4.1(n) promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Seller shall use its commercially reasonable efforts to obtain all Applicable Consents. Buyer shall reasonably assist Seller with those efforts. (b) If (i) Seller fails to obtain a Applicable Consent set forth in Schedule 4.1(n) prior to Closing and the failure to obtain such Applicable Consent would (1) cause the assignment of the Properties affected thereby to Buyer to be void, (2) give rise to an express right of the counterparty to terminate the Applicable Contract or Lease, or (3) cause the termination of an Applicable Contract or Lease under the express terms thereof, (ii) an Applicable Consent requested by Seller is denied in writing, or (iii) an Applicable Consent is required from a Governmental Authority, then, in each case, (x) the Property (or portion thereof) affected by such un-obtained Applicable Consent shall be excluded from the Properties to be assigned to Buyer at Closing, and the Purchase Price shall be reduced by the Allocated Value of such Property (or portion thereof) so excluded. In the event that any such Applicable Consent (with respect to a Property excluded pursuant to this Section 6.10(b)(i)) that was not obtained prior to Closing is obtained within ninety (90) days following the Closing Date, then, on the tenth (10th) Business Day after such Applicable Consent is obtained, Seller shall assign the Property (or portion thereof) that was so excluded as a result of such previously un-obtained Applicable Consent to Buyer pursuant to an instrument in substantially the same form as the Assignment, and Buyer shall pay to Seller the amount by which the Purchase Price was reduced at Closing with respect to the Property (or portion thereof) so excluded (as adjusted pursuant to Section 3.2 through the date of such assignment). (c) If Seller fails to obtain an Applicable Consent set forth in Schedule 4.1(n) prior to Closing (i) and the failure to obtain such Applicable Consent would not (1) cause the assignment of the Conveyed Interest (or portion thereof) affected thereby to Buyer to be void, (2) give rise to an express right of the counterparty ...
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Applicable Consents. The consents set forth in Exhibit F shall have been obtained in writing on or prior to the Closing Date.
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Applicable Consents. Customer warrants and covenants that it has obtained, or, prior to the installation of any CME Access Method, will have obtained, and will maintain throughout the term of this Agreement, any and all consents and registrations required (i) to authorize Customer and/or Customer Authorized Users to enter transactions into the CME Interfaces at the Premises, (ii) to connect to the CME Interfaces at the Premises, and (iii) to enable Customer to pay all Customer Fees and other charges payable to CME pursuant to this Agreement. Examples of entities from which consent may be required include, without limitation, banking and telecommunications authorities, governmental and self-regulatory bodies and other third parties such as landlords. Customer agrees to comply with any terms imposed by any such entity. Customer further represents and warrants that it shall comply, and shall require all Customer Authorized Users to comply, with all applicable laws pertaining to the use of the CME Interfaces and all transactions in connection therewith. Customer agrees to notify CME immediately if any consent required to be obtained pursuant to this Section 7 is withdrawn.
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Applicable Consents. Data Center warrants and covenants that it has obtained, or, prior to the installation of any Connection, will have obtained, and will maintain throughout the term of this Agreement, any and all consents and registrations required (i) to authorize Data Center to provide electronic access to a CME System to Customers; (ii) to connect to a CME System at the Premises; and (iii) to enable Data Center to pay all Data Center Fees and other charges payable to CME pursuant to this Agreement. Examples of entities from which consent may be required include, without limitation, banking and telecommunications authorities, governmental and self-regulatory bodies and other third parties such as landlords. Data Center agrees to comply with any terms imposed by any such entity and to notify CME immediately if any consent required to be obtained pursuant to this Section 7(d) is withdrawn. Data Center further represents and warrants that it shall comply, and shall require all Customers to comply, with all applicable laws pertaining to the use of the Connection and a CME System and all transactions in connection therewith. Data Center further represents and warrants that it will not itself use the Connection to enter trades on or through the CME Globex Platform for its own proprietary or Customer accounts and that it will not act as a Clearing Firm to Customers.
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Applicable Consents. Seller shall, and shall cause the Companies to, use all commercially reasonable efforts to obtain (i) the consents, approvals and authorizations and (ii) waiver of any preferential purchase rights listed, and shall cooperate with the Buyer in the notification of all applicable Governmental Authorities of the transactions contemplated hereby and cooperate with the Surviving Corporation in obtaining the issuance by each such authority of such permits, licenses and authorizations as may be necessary for the Surviving Corporation and the Companies to own and operate the Company Assets following the Closing.
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Applicable Consents. The Administrative Agent shall have received a copy of any FCC Consent and any other Governmental Approval required in connection with the XxXxxxx Acquisition.
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Related to Applicable Consents

  • Reasonable Consent Whenever a Party’s consent or permission is required under this CRADA, its consent or permission will not be unreasonably withheld.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • Requisite Consents The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 7.1(e) shall have each been obtained or made.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Consents and Requisite Governmental Approvals; No Violations (a) Except as set forth on Section 3.5(a) of the Company Parties Disclosure Schedules, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Company Party with respect to the Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Sections 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, or (ii) filing of the Certificates of Merger. (b) Except as set forth on Section 3.5(b) of the Company Parties Disclosure Schedules, neither the execution, delivery or performance by a Company Party of this Agreement nor the Ancillary Documents to which the Company Party is or will be a party nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Company Party’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of (A) any Contract to which any Group Company is a party or (B) any Permits, (iii) violate, or constitute a breach under, any Order or Law to which any Group Company or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Group Company, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Company Party to consummate the Transactions.

  • Obtaining of Governmental Approvals The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under United States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (a) those that have already been obtained and are in full force and effect and (b) filings to perfect the Liens created by the Collateral Documents.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

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