AUTHORITY'S CONSENT Sample Clauses

AUTHORITY'S CONSENT. Where the Authority's consent or approval is required under this Agreement:
Sample 1
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AUTHORITY'S CONSENT. (a) The Contractor shall not subcontract the provision of a material part of the Services under this Agreement (a Material Subcontract) to a Subcontractor (of any tier) (Material Subcontractor) without the Authority's prior written consent, which shall not be unreasonably withheld or delayed, but may be made subject to conditions. The Authority shall be deemed to have given that consent with respect to the Subcontractors identified in Schedule 6 (Permitted Subcontractors) (in relation to the elements of the Services identified in respect of each Material Subcontractor). The Authority shall be entitled to reasonably withhold its consent pursuant to this Clause 4.1 (a) including in circumstances where the Authority reasonably believes: (i) the appointment of a proposed Material Subcontractor or the entering into a Material Subcontract may prejudice the provision of the Services or may be contrary to the interests of the Authority; (ii) the proposed Material Subcontractor is unreliable and/or has, to the extent that they are substantially similar to the Services, not provided reasonable services to its other customers; (iii) the proposed Material Subcontractor employs unfit persons; (iv) the appointment of a proposed Material Subcontractor or the entering into a Material Subcontract would, or would be likely to, result in the Authority being in breach of statutory duty; (v) the appointment of a proposed Material Subcontractor or the entering into a Material Subcontract would, or would be likely to, result in a genuine and sufficiently serious threat to the security interests of the community within which the Contractor operates in the United Kingdom; or (vi) where the Authority reasonably believes there is a serious risk that the Contractor will be in breach of this Agreement which materially and adversely affects the performance of the Services, in each case as a result, directly or indirectly, of an act or omission of the relevant Material Subcontractor. (b) The Contractor shall provide the Authority with a copy of each Subcontract (with a Subcontractor of any tier) as soon as reasonably practicable after it has been entered into which, for the avoidance of doubt, shall include a Subcontract relating to any of the Services and not only a Material Subcontract together with each amendment to that Subcontract as soon as reasonably practicable after that amendment has been made. (c) The Contractor shall in relation to this Agreement: (i) be responsible for all ...
Sample 1
AUTHORITY'S CONSENT. In accordance with the terms of Section 9 of the Authority’s Assignment, the Authority has signed this Agreement consenting to: (a) this Agreement and the within waivers and modifications; (b) the Reaffirmation of Guaranty executed by Progenitor Cell Therapy, LLC and NeoStem Family Storage, LLC (more particularly described above); (c) the Guaranty of Payment executed by NeoStem, Inc. (more particularly described above); and (d) all other documents executed in connection with this Agreement. The Authority’s consent shall be effective only for the specific instance and for the purposes set forth herein.
Sample 1

Related to AUTHORITY'S CONSENT

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Approval This Agreement shall not be binding until it has been approved by the Committee during a duly noticed Committee meeting.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

  • Consent Except as otherwise provided herein, when the consent of a party is required herein, such consent shall not be unreasonably withheld or delayed.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • FCC Consent The FCC Consent shall have been granted without the imposition on Seller of any conditions that need not be complied with by Seller under Section 6.1 hereof and Buyer shall have complied with any conditions imposed on it by the FCC Consent.

  • 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.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Conflicts; Consents (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

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