Consent/Approvals. The Company shall use its commercially reasonable efforts to obtain, as promptly as practicable, all consents, waivers, exemptions, approvals, authorizations or orders (collectively, "Consents") (including, without limitation (i) all Consents required to avoid any breach, violation, default, encumbrance or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration of any material agreement or instrument to which the Company is a party or its properties or assets are bound, and (ii) all approvals of Governmental Entities, required in connection with the consummation of the transactions contemplated by this Agreement as promptly as practicable, except where the failure to obtain such Consents, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.
Consent/Approvals. In the event Sublessee seeks a consent or approval ----------------- from Sublessor with respect to any matter to which such consent or approval is required under this Agreement or the Prime Lease, then (i) the time period, if any, in which Sublessor shall be required to respond to Sublessee shall be extended by ten days after the expiration of any time period in which the Lessor has to respond under the Prime Lease and (ii) the denial of such consent or approval by the Lessor shall be conclusive and binding on Sublessee; provided, -------- however, that where consent or approval of the Lessor under a Prime Lease is ------- required, Sublessor shall use good faith efforts, unless a different standard is specified herein with respect to a particular matter, to obtain such consent or approval from the Lessor, except that nothing herein shall require Sublessor to make any payment, or to amend any terms of such Prime Lease in a way that would have an adverse effect on Sublessor, in respect of such consent or approval.
Consent/Approvals. To the extent that the Landlord under a Prime Lease has reserved the power to consent to or to object to an action to be performed by the tenant under the Prime Lease, Prime Tenant reserves the same right to consent to or object to such action by Too, Inc. under this Agreement. If Too, Inc. seeks a consent or approval from Prime Tenant with respect to any matter to which such consent or approval is required under this Agreement or the Prime Lease, then (i) the time period, if any, in which Prime Tenant shall be required to respond to Too, Inc. shall be extended by ten days after the expiration of any time period in which the Landlord has to respond under the Prime Lease and (ii) the denial of such consent or approval by the Landlord shall be conclusive and binding on Too, Inc.; provided that, where consent or approval of the Landlord under a Prime Lease is required, Prime Tenant shall use good faith efforts, unless a different standard is specified herein with respect to a particular matter, to obtain such consent or approval from the Landlord, except that nothing herein shall require Prime Tenant to make any payment, or to amend any terms of such Prime Lease in a way that would have an adverse effect on Prime Tenant, in respect of such consent or approval.
Consent/Approvals. If Subtenant seeks a consent or approval from Tenant with respect to any matter to which such consent or approval is required under this Agreement or the Prime Lease, then the denial of such consent or approval by the Landlord shall be conclusive and binding on Subtenant; provided that, where consent or approval of the Landlord under a Prime Lease is required, Tenant shall use good faith efforts to obtain such consent or approval from the Landlord, except that nothing herein shall require Tenant to make any payment, or to amend any terms of such Prime Lease in a way that would have an adverse effect on Tenant, in respect of such consent or approval.
Consent/Approvals. The execution, delivery and performance of this ------------------ Agreement and the other agreements contemplated hereby by such Seller, and the consummation of the transactions contemplated hereby or thereby, will not require, on the part of such Seller, any consent, approval, authorization or other order of, or any filing with, any governmental entity, or under any contract, agreement or commitment to which such Seller is a party or by which such Seller or property of such Seller is bound, and will not constitute a violation on the part of such Seller of any law, administrative regulation or ruling or court decree, or any contract, agreement or commitment, applicable to such Seller or property of such Seller.
Consent/Approvals. No authorization, consent or approval of, or other action by, or notice to or filing with, any governmental authority or any other Person to the extent applicable to Petrobras is required (i) for the due authorization, execution, delivery or performance by Petrobras of this Agreement and the other Transaction Documents to which it is a party or the consummation of the transactions contemplated thereby, (ii) for performance by Petrobras of its obligations under this Agreement or under any other Transaction Documents to which it is a party or (iii) for the validity and enforceability of this Agreement or other Transaction Documents to which it is a party, except (A) those governmental approvals which have been obtained and which remain in full force and effect (i.e. (1) the registration of financial operations (Registro de Operacoes Financeiras or "ROF") granted by the Central Bank in connection with the prepayment transaction contemplated in the Prepayment Agreement, (2) the Brazilian National Treasury Secretary manifestation and corresponding registration ("credenciamento") with the Central Bank in connection with the prepayment transaction contemplated in the Prepayment Agreement and (3) the customary export registration with the Brazilian electronic system of foreign trade (the "SISCOMEX")), (B) customary export licenses within SISCOMEX to be obtained prior to each individual export of goods, (C) registration with and authorization of the Central Bank for Petrobras' payment obligations in U.S. Dollars under the Transaction Documents not covered by the ROF and (D) those governmental approvals which the failure to obtain could not reasonably be expected to have a Material Adverse Effect.
Consent/Approvals. In any instance when Sublessor’s consent or approval is required under this Sublease, Sublessor’s refusal to consent to or approve any matter or thing shall be deemed reasonable if, inter alia, such consent or approval has not been obtained from Landlord, and if Landlord consents or approves such matter or thing, Sublessor’s consent or approval shall not be required. Sublessor shall have no obligation to take any action to compel Landlord’s consent to any matter or thing under the Lease or as to this Sublease. In the event that Subtenant shall seek the approval by or consent of Sublessor, and Sublessor shall fail or refuse to give such consent or approval, Subtenant shall not be entitled to any damages for any withholding or delay of such approval or consent by Sublessor, it being intended that Subtenant’s sole remedy shall be an action for injunction or specific performance which shall be available only in those cases where Sublessor shall have expressly agreed in writing not to unreasonably withhold or delay its consent.
