Client Approvals Sample Clauses

Client Approvals. (a) Seller shall use, and cause each of its Affiliates to use, its reasonable best efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act) of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of “interim” new advisory contracts pursuant to Rule 15a-4 thereunder. Buyer shall use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts to obtain the consents and 109 approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of temporary New Advisory Contracts pursuant to Rule 15a-4 thereunder. In the event that any such consents and approvals are not obtained on or prior to the Closing Date, following the Closing Date, Buyer and Seller shall use their respective reasonable best efforts to obtain such consents and approvals as soon as practicable and in any event within 150 days after the Closing Date. From and after the date hereof and until the end of such period, Seller and Buyer shall communicate on a regular basis to stay apprised of the efforts to obtain such consents and approvals.
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Client Approvals. The approvals contemplated in Section 6.13 shall have been obtained for Fund Clients representing at least 75% of the total assets under management of Fund Clients as of the date hereof. "Total assets under management" means the aggregate of the net assets of the open-end and closed end Fund Clients, as adjusted to eliminate increases or decreases attributable exclusively to positive or negative changes in the market value of portfolio assets as of the date hereof.
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Client Approvals. (a) The Sellers’ Representative agrees to use, and to cause each other member of the Sellers’ Group to use, its commercially reasonable endeavours until the Closing and thereafter until the Contingent Account Reconciliation Date in respect of Advisory Contracts for which Assignment Requirements have not been satisfied to obtain the consents and approvals necessary to satisfy the Assignment Requirements with respect to all Advisory Contracts. The Purchasers’ Representative agrees to use and to cause each other member of the Purchasers’ Group to use its commercially reasonable endeavours to assist the Sellers’ Representative in obtaining the consents and approvals necessary to satisfy the Assignment Requirements with respect to all Advisory Contracts.
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Client Approvals. 52 7.3 Conditions to Obligation of the Company.................................52 (a) Representations and Warranties...................................52 (b) Performance of Obligations of ING, Parent and Merger Sub.........52 (c) Consents Under Agreements........................................52 ARTICLE VIII
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Client Approvals. The approvals contemplated in Sections 6.18 and 6.19 shall have been obtained for Fund Clients and Advisory Clients representing at least 80% of the total assets, as of the date hereof, subject to Investment Contracts with all of the Company's Fund Clients and Advisory Clients.
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Client Approvals. Norton will secure Client’s approval before making any expenditures or commitments on Client’s behalf, it being agreed that approval of final produced materials shall constitute approval to release such materials. Written approval of cost estimates by Client will constitute approval of the costs and charges included therein. If the costs and charges are more than ten percent (10%) higher than the estimate, Client’s further written approval is required. All commitments made on Client’s behalf with Client’s approval become Client’s responsibility to pay. Any written approval required under this Section 3 may be orally given, but must be subsequently confirmed in writing (including by e-mail or other written communication) from Client to Norton.
Sample 1
Client Approvals. (a) The Sellers’ Representative agrees to use, and to cause each other member of the Sellers’ Group to use, its reasonable best efforts, to (i) obtain the consents and approvals (including all approvals by the Fund Boards and shareholders of each Registered Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act and to the extent applicable all approvals by the Fund Boards of Specified Funds of Interim Advisory Contracts pursuant to Rule 15a-4 thereunder) necessary to satisfy the Assignment Requirements with respect to all Advisory Contracts and (ii) secure the approval of the shareholders of each Registered Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act. The Purchasers’ Representative agrees to cooperate and to cause each other member of the Purchasers’ Group to use its reasonable best efforts to assist the Sellers’ Representative in obtaining the consents and approvals (including all approvals by the Fund Boards and shareholders of each Registered Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act and to the extent applicable all approvals by the Fund Boards of each Specified Fund of Interim Advisory Contracts pursuant to Rule 15a-4 thereunder) necessary to satisfy the Assignment Requirements with respect to all Advisory Contracts and to secure the approval of the shareholders of each Registered Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act; provided that, for the avoidance of doubt, the foregoing shall not require the Purchasers’ Representative to grant any approval under Section 5.1(a)(ix).
Sample 1
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Client Approvals. You agree to provide necessary revisions, edits, or approval of deliverables within 5 business days of receipt. If approval is required, and not provided within 5 business days, you understand that we may proceed to publish the deliverables that were created. You also understand that delaying the revision, editing, and approval process may delay or disrupt services to be provided. There will be no refunds or credits issued due to any delay, unresponsiveness, or failure to provide timely feedback for contracted services.
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Client Approvals. Client's approval of anything submitted to it by Vendor shall not: (1) constitute an opinion as to the legal adequacy of the request; (2) abrogate any of Vendor's representations or warranties hereunder; nor (3) relieve Vendor of its indemnification obligations hereunder.
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Related to Client Approvals

  • Government Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained.

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Regulatory Filings and Approvals Copies of all necessary governmental and third party approvals, registrations, and filings in respect of the transactions contemplated by this Agreement;

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Third Party Approvals (a) Subject to the terms and conditions of this Agreement, Parent and the Partnership and their respective Subsidiaries will cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. Each of Parent and the Partnership has the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties agrees to act reasonably and promptly. Each Party agrees that it will consult with the Other Parties with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the Other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby.

  • Additional Approvals Each Party will cooperate and use respectively all reasonable efforts to make all other registrations, filings and applications, to give all notices and to obtain as soon as practicable all governmental or other consents, transfers, approvals, orders, qualifications authorizations, permits and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated hereby. Neither Party shall be required, however, to divest or out-license products or assets or materially change its business if doing so is a condition of obtaining approval under the HSR Act or other governmental approvals of the transactions contemplated by this Agreement.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • 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; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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