City Consent to Proposed Loan Documents Sample Clauses

City Consent to Proposed Loan Documents. Prior to executing any Loan Agreement or material amendment thereto (“Proposed Loan Agreement”), the SPV shall provide notice to the City and offer the City an opportunity to review each such Proposed Loan Agreement. The SPV shall not execute any Proposed Loan Agreement unless the SPV obtains written notice (by electronic mail) from the City either (i) consenting to the SPV’s execution of such Proposed Loan Agreement, or (ii) waiving the right of the City to review such Proposed Loan Agreement. In the event that the City fails to provide any response within ten (10) Business Days of receipt of notice that the SPV intends to enter a Proposed Loan Agreement, the City will be deemed to have waived its right to review and to have consented to such Proposed Loan Agreement. Consent may be withheld by the City only to the extent that the City identifies that a provision of the Proposed Loan Agreement impacts the rights, responsibilities, or obligations of the City in a manner that is inconsistent with this Contract. For the avoidance of doubt, however, the SPV reserves sole discretion in determining whether a Proposed Loan Agreement is in acceptable form, even after it may have received consent from the City as described in this Section. The Chief Financial Officer of the City, or permitted designee, is authorized to take the actions described in this Section 3.03 on behalf of the City.
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Related to City Consent to Proposed Loan Documents

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  • No Conflicts; Consents The execution, delivery and performance of this Agreement by Seller Parent and each Ancillary Implementing Agreement by a Seller party to such Ancillary Implementing Agreement, and the consummation of the transactions contemplated hereby and thereby, by Seller Parent and such Seller do not and will not (a) violate any provision of the certificate of incorporation or bylaws of Seller Parent or the comparable organizational documents of any of the other Sellers or any of the Conveyed Subsidiaries (or any Subsidiary thereof), (b) subject to obtaining the consents set forth in Section 4.4 of the Seller Disclosure Letter, result in a violation of, or require the consent of any Person pursuant to, or conflict with, constitute a default under, or result in the breach or termination, cancellation or acceleration (whether with or without the giving of notice or the lapse of time or both) of any right or obligation of the Sellers or the Conveyed Subsidiaries (or any Subsidiary thereof) under, or to a loss of any benefit of the Business to which the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled, under any Material Contract or Real Property Lease, or result in the imposition of a Lien on any Purchased Assets, other than Permitted Liens, and (c) assuming compliance with the matters set forth in Sections 4.5 and 5.5, violate or result in a breach of or constitute a default under any Law, Governmental Authorization or other restriction of any Governmental Authority to which any Seller or Conveyed Subsidiary (or Subsidiary thereof) is subject, except, with respect to clauses (b) and (c), as would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • 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:

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