Approvals and Consents; Standards for Review Sample Clauses

Approvals and Consents; Standards for Review. The provisions of this Section 21.2 shall be applicable with respect to all instances in which it is provided under this Agreement that the Members (and their respective Representative(s) and Alternate(s)) exercise approval or consent rights; provided, however, that if the provisions of this Section 21.2 specifying time periods for exercise of approval or consent rights shall conflict with other express provisions of this Agreement providing for time periods for exercise of designated approval or consent rights, then the provisions of such other provisions of this Agreement shall control. Unless this Agreement specifically provides that a Member's (including its Representative(s)' and Alternate(s)') approval or consent rights may be exercised in its sole and absolute discretion (or a similar standard), such approval or consent rights shall be exercised in good faith, with due diligence, and in a commercially reasonable manner and will not be unreasonably withheld, conditioned or delayed. No consent or approval by a Member (including its Representative(s) and Alternate(s)) shall be deemed hereunder, unless specifically provided herein. Each Member agrees to attempt in good faith to resolve expeditiously any disputes concerning the approval of or consent hereunder, but if any such dispute is not resolved between the Members, then such dispute shall be resolved in accordance with the provisions contained in Article 20.
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Approvals and Consents; Standards for Review. A. Review and Approval or Consent Rights: The provisions of this Article shall be applicable with respect to all instances in which it is provided under this Lease Agreement that Landlord or Tenant exercises Review and Approval or Consent Rights. As used herein, the term “Review and Approval or Consent Rights” shall include all instances in which one Party (the “Submitting Party”) is permitted or required to submit to the other Party or to the representative of that other Party any document, notice or determination of the Submitting Party and with respect to which the other Party or its representative (the “Reviewing Party” has a right or duty hereunder to review, comment, consent, approve, disapprove, dispute or challenge the submission or determination of the Submitting Party. Unless this Lease Agreement specifically provides that the Review and Approval or Consent Rights may be exercised in the sole and absolute discretion (or a similar standard) of the Reviewing Party, in connection with exercising its Review and Approval or Consent Rights under any provision of this Lease Agreement and whether or not specifically provided in any such provision, the Reviewing Party covenants and agrees to act in good faith, with due diligence, and in a commercially reasonable manner with regard to each and all of such Review and Approval or Consent Rights and, unless otherwise provided for elsewhere herein, to not unreasonably withhold, condition or delay its approval of or consent to any submission.
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Approvals and Consents; Standards for Review. The provisions of this Section 16.1 shall be applicable with respect to all instances in which it is provided under this Agreement that the Owners (or the Management Committee, which acts on the Owners' behalf) exercises approval or consent rights. Unless this Agreement specifically provides that the approval or consent rights may be exercised in their or its sole discretion, such approval or consent rights shall be exercised with due diligence, and in a Commercially Reasonable manner consistent with Prudent Industry Practice and the Operating Standards and will not be unreasonably withheld, conditioned or delayed. The Project Operator shall provide prompt notice and give the Management Committee a reasonable opportunity to act with respect to any Material Project Action; provided that the Project Operator shall have the right to limit the time permitted for such action (the "Approval Time Limit") as is reasonably necessary to avoid a Material Adverse Effect; provided further that the Project Operator shall be required to notify each of the Owners of the Approval Time Limit with respect to any such decision, and in no event shall the Approval Time Limit be shorter than the lesser of (i) fifteen (15) days after the Owners' receipt of such notice or (ii) five (5) Business Days before such time the Project Operator has to make such decision under this Agreement or any Project Agreement. In the event the Management Committee fails to approve or reject the Project Operator's proposed action with respect to any Material Project Action for which an Approval Time Limit is applicable, within the Approval Time Limit, the Management Committee shall be deemed to have approved the action as proposed by the Project Operator respecting such Material Project Action. The Owners shall promptly act on any request for approval submitted by the Project Operator and promptly provide the Project Operator with the result of all votes of the Management Committee required by this Agreement. The Parties agree to attempt in good faith to resolve expeditiously any Dispute or Controversy concerning the approval of or consent to any matter submitted to the Management Committee or the Owners for approval or consent hereunder, but if any such dispute is not resolved between the Parties, then such Dispute or Controversy shall be resolved in accordance with the provisions contained in Article 12.
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Approvals and Consents; Standards for Review. The provisions of this Section 18.2 shall be applicable with respect to all instances in which it is provided under this Agreement that a Participant (or its Authorized Representatives) is to exercise approval or consent rights. Unless this Agreement specifically provides that a Participant's approval or consent rights may be exercised in its sole discretion, such approval or consent rights shall be exercised in good faith, with due diligence, and in a Commercially Reasonable manner consistent with the Operating Standard and will not be unreasonably withheld, conditioned or delayed. Each Participant agrees to attempt in good faith to resolve expeditiously any Dispute or Controversy concerning the exercise of approval or consent rights hereunder, but if any such Dispute or Controversy is not resolved among the Participants, then such Dispute or Controversy shall be submitted for resolution in accordance with the provisions contained in Article 17. The Participants shall promptly act on any request for approval submitted to a Participant pursuant to this Agreement or the Project O&M Agreement and make their Authorized Representatives available as needed to promptly review any matter requiring action of approval hereunder.
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Related to Approvals and Consents; Standards for Review

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

  • Consents, Approvals and Filings, Etc Except as set forth on Schedule 6.10 hereof, no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental) is required in connection with (a) the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable, and (b) otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously obtained, and (y) such filings to be made concurrently herewith or promptly following the Effective Date as are required by the Collateral Documents to perfect Liens in favor of the Agent. All such material authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Consents, Approvals and Filings The Company and Evergreen will make ------------------------------- and cause their respective subsidiaries and, to the extent necessary, their other affiliates to make all necessary filings, as soon as practicable, including, without limitation, those required under the HSR Act, the Securities Act, the Exchange Act, and the Communications Act (including filing an application with the FCC for the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, which the parties shall file as soon as practicable (and in any event not more than 30 days) after the date of this Agreement), in order to facilitate prompt consummation of the Merger and the other transactions contemplated by this Agreement. In addition, the Company and Evergreen will each use its best efforts, and will cooperate fully and in good faith with each other, (i) to comply as promptly as practicable with all governmental requirements applicable to the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents of Governmental Entities and consents of all third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, including without limitation, the consent of the FCC to the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, and the transfer of any FCC licenses in connection with the Viacom Transaction. Each of the Company and Evergreen shall use its best efforts to promptly provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request. Each of the parties shall provide to the other party copies of all applications in advance of filing or submission of such applications to Governmental Entities in connection with this Agreement and shall make such revisions thereto as reasonably requested by such other party. Each party shall provide to the other party the opportunity to participate in all meetings and material conversations with Governmental Entities.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Required Consents; Authority All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

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