Consent/Approvals Sample Clauses

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 (including the premerger notification and report form under the HSR Act), 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.
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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.
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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.
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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.
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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.
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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.
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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.
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Related to Consent/Approvals

  • 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.

  • Project Approvals The Borrower will promptly obtain all Project approvals not heretofore obtained by the Borrower (including those listed and described on ­Exhibit “N” hereto and any other Project Approvals which may hereaf­ter become required, necessary or desirable) and will furnish the Lender with evidence that the Borrower has obtained such Project Approvals promptly upon its request. The Borrower will give all such notices to, and take all such other actions with respect to, such Governmental Authority as may be required under applicable Requirements to construct the Improvements and to use, occupy and operate the Project following the completion of the construction of the Improvements. The Borrower will also promptly obtain all utility installations and connections required for the operation and servicing of the Project for its intended purposes, and will furnish the Lender with evidence thereof. The Borrower will duly perform and comply with all of the terms and conditions of all Project Approvals obtained at any time, including all Project Approvals listed and described on Exhibit “Q” hereto.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

  • 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.

  • 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: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • 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.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • 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.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

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