Consent of Clients Sample Clauses

Consent of Clients. Without limiting the foregoing, with respect to each Client Contract for which the consent of a Client to the assignment or deemed assignment of such Client Contract as a result of the transactions contemplated by this Agreement is required by applicable Law and/or by the terms of such Client Contract (other than Clients that are Investment Companies), as promptly as practicable following the Execution Date and delivery by Purchaser to Seller of evidence of the approval of the transactions contemplated by this Agreement by Purchaser’s Board of Directors, Seller shall send a written notice (a “Contract Notice”) informing such Clients of the transactions contemplated by this Agreement and requesting written consent to the assignment or deemed assignment of such Client’s Client Contract (including any approvals by way of “negative consent” to the extent permitted by applicable Law and the Client Contracts of any Clients) in accordance with Section 8.5(c)(ii) (the “Client Consent Request Process”). Prior to the Closing Date, Purchaser shall receive such consents for all Material Clients and from Clients and Intermediaries which, in the aggregate, comprise a minimum of ninety (90%) percent of the revenue of the Business as of the Execution Date. All Contract Notices and related materials distributed to Clients shall be in form and substance reasonably acceptable to Purchaser, and Purchaser shall be provided a reasonable opportunity to review all such Contract Notices prior to distribution and to have its reasonable comments reflected therein. Seller shall make available to Purchaser copies of all substantive correspondence between it and Clients (or their Representatives or counsel) relating to the consent solicitation provided for in this Section 8.5(c).
Sample 1
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Consent of Clients. 9.1 Each party confirms that it will not disclose the identity or details of common clients to one another without the completion of the relevant consent forms, refer Appendices A and B. To avoid any doubt, the parties for the purpose of gaining advice, assistance or determining whether a referral is appropriate, may discuss the details of a common client without disclosing the client’s identity.
Sample 1

Related to Consent of Clients

  • Consent of Master Lessor 9.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor then, this Sublease shall not be effective unless, within ten days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Subletting.

  • Consent of Inbound Licensors Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

  • Consent of Third Parties If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • No Consent of Third Parties Required No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

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