Commission Consent Sample Clauses

Commission Consent. Buyer and Seller acknowledge that consummation of the purchase and sale provided for herein and the performance of the obligations of Seller and Buyer under this Agreement is subject to the Commission's consent to the assignment of the Commission Authorizations from Seller to Buyer.
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Commission Consent. Consummation of the purchase and sale provided ================== for herein and the performance of the obligations of Seller and Buyer under this Agreement are subject to the condition that the Commission shall have given its consent in writing, without any condition materially adverse to Buyer or Seller, to the assignment of the Commission Authorizations and all Other Authorizations to Buyer. Such consent shall have become final (i.e. no longer subject to administrative or judicial review).
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Commission Consent. The Commission's consent to the assignment of the Licenses to Buyer has been obtained without any conditions Materially Adverse to Seller, and such consent has become a Final Order. FCC consent to the FCC Application was granted on March 17, 1997, and became a Final Order on April 29, 1997.
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Commission Consent. The Commission shall have given its consent to the transaction contemplate hereby, such consent shall have become a Final Order, and such consent shall be in full force and effect on the Closing Date.
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Commission Consent. (a) Consummation of the Merger and the performance of the obligations of the parties under this Agreement are subject to the issuance by the Commission (including, for purposes hereof, the Commission staff acting under delegated authority) of an order approving the Commission Applications and consenting to the transfer of control of the LLC from the Members to HTVN and/or the assignment of the Commission Authorizations from the LLC to HTVN Merger Corp. and compliance by the parties hereto with the conditions imposed in said order (provided that none of the LLC, the Members, HTVN Merger Corp. or HTVN shall be required to accept or comply with any condition which would be unreasonably burdensome or which would have a materially adverse affect upon it); and (b) said order having become a Final Order; provided, however, that condition (b) may be waived by written notice from HTVN to the Members at any time after an Initial Order is obtained from the Commission.
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Commission Consent. Consummation of the Agreement and the performance of the obligations of Seller and Buyer under this Agreement are subject to the condition that the Commission shall have given its consent in writing, without any condition other than in the ordinary course that is materially adverse to Buyer or Seller, to the assignment of the license to Buyer. In order to expeditiously obtain FCC consent to the transfer of the license, Buyer and seller shall each complete their portion of FCC Form 345 within three days of the execution of this Agreement and Buyer shall promptly file the completed Form 345 with the FCC. Buyer shall be responsible for paying all filing fees associated with the filing and processing of Form 345.
Sample 1
Commission Consent. Notwithstanding anything to the contrary, the assignment of the Licenses to Buyer is subject to the prior written consent and approval of the Commission, which has been obtained.
Sample 1
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Commission Consent. Consummation of the purchase and sale provided for herein and the performance of the obligations of the parties hereto to close under this Agreement are subject to the condition that the Commission shall have issued its Final Order (as hereinafter defined).
Sample 1
Commission Consent. Consummation of the purchase and sale provided for herein and the performance of the obligations of the Seller and Buyer to close under this Agreement are subject to the condition that the Commission shall have issued its approval, without any condition adverse to Buyer, of the assignment (the "Assignment") of the Commission Authorizations (and covering the Station) to Buyer as contemplated by the terms of this Agreement (the "Initial Orders), and, if Buyer so requires, such Initial Order shall have become a Final Order (as hereinafter defined) . In the event any such Commission approval fails, or is expected not to cover any particular Commission Authorization, Buyer may, at its option, elect to waive such failure by written notice to Seller, and in such event such approval shall nevertheless be deemed an Initial Order for purposes of this Agreement.
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Related to Commission Consent

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • Non-Consent Operations Seller has not elected not to participate in any operation or activity proposed with respect to the Assets which could result in any of Seller’s interest in any Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity, except to the extent reflected in the Net Revenue Interests and Working Interests set forth in Exhibit A.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Bank Consent The Company, prior to the Closing Date shall obtain the express written consent and/or necessary waivers from LaSalle Bank Nation Association (the “Bank”) and any other person, so as to approve and/or waive, as the case may be (i) this Agreement; (ii) the Notes and Warrants; (iii) any defaults or event of default that may have or will have occurred; and (iv) all other such Transaction Documents as may be deemed necessary (the “Bank Consent”).

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Prior Consent No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

  • Certain Consents To the extent that Seller's rights under any ---------------- agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the consent of another person which has not been obtained prior to the Closing Date, and which is material to the ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable good faith efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the specific Acquired Asset and at Seller's expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Seller hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in Section 13.1(b) hereof in accordance with the terms thereof, at or prior to the Closing Date.

  • Obtain Consents Without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its and the other Security Parties' respective obligations under this Agreement, under the Note and under the Security Documents;

  • 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.

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