Consent Requirements. (a) Unless Purchaser and Seller otherwise agree, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as of such date, has not been satisfied or waived.
(b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b).
(c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Purchase Price is made under Section 2.3(a)(ii) is subsequently satisfied prior to the date of the final adjustmen...
Consent Requirements. If Contractor requests County’s consideration of and consent to an assignment, County may deny or approve such request in its complete discretion. No request by Contractor for consent to an assignment need be considered by County unless and until Contractor has met the following requirements:
1. Contractor shall pay County its reasonable expenses for attorneys’ fees and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment;
2. Contractor shall furnish County with audited financial statements of the proposed assignee’s operations for the immediately preceding three (3) operating years;
3. Contractor shall furnish County with satisfactory proof:
a. That the proposed assignee has at least ten (10) years of Solid Waste/Recycling management experience on a scale equal to or exceeding the scale of operations conducted by Contractor under this Agreement.
b. That in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, State or local County having jurisdiction over its operations due to an alleged failure to comply with federal, State or local laws or that the proposed assignee has provided County with a complete list of such proceedings and their status.
c. That the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound Solid Waste management practices in full compliance with all federal, State and local laws regulating the Collection and Disposal of Solid Waste and all Environmental Laws.
d. Of any other information required by County to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.
Consent Requirements. If the Contractor requests the County’s consideration of and consent to an assignment, County may deny or approve such request. No request by the Contractor for consent to an assignment need be considered by County unless and until the Contractor has met the following requirements:
1. The Contractor shall pay the County its reasonable expenses for attorneys’ fees and investigation costs necessary to investigate the suitability of any proposed assignment and assignee, and to review and finalize any documentation required as a condition for approving any such assignment; and
2. The Contractor shall furnish the County with audited financial statements of the proposed assignee’s operations for the immediately preceding three (3) operating years; and
3. The Contractor shall furnish the County with satisfactory proof: (i) that the proposed assignee has at least ten (10) years of Solid Waste and recycling management experience of operations similar to those required under this Franchise Agreement; (ii) that in the last five (5) years, the proposed assignee has not been the subject of any administrative or judicial proceedings initiated by a federal, state or local Agency having jurisdiction over its operations due to an alleged failure to comply with federal, state or local laws or that the proposed assignee has provided County with a complete list of such proceedings and their status; (iii) that the proposed assignee conducts its operations in a safe and environmentally conscientious manner, in accordance with sound waste management practices in full compliance with all federal, state and local laws regulating the collection and disposal of waste and all other Applicable Laws; (iv) of any other information required by County to ensure the proposed assignee can fulfill the terms of this Franchise Agreement in a timely, safe and effective manner. The County shall not unreasonably withhold its consent to assign the Franchise Agreement if the above requirements are met.
Consent Requirements. A Participant must consent, in writing, following receipt of the distribution notice, to any Distribution Requiring Consent, The Participant's spouse also must consent, in writing, to any distribution, for which Section 6.04 requires the spouse's consent. The consent requirements of this Section 6.01(A)(2)(d) do not apply to defaulted loans described in Section 7.06(B), to RMDs under Section 6.02 or to corrective distributions under Article IV. See Section 11.05(D) as to consent requirements related to distributions following Plan termination.
Consent Requirements. For so long as shares of Series A Preferred are issued and outstanding, the affirmative vote or consent of the holders of more than a majority of all of the shares of Series A Preferred at the time issued and outstanding, voting as a separate class, given in person or by proxy either in writing (as may be permitted by law and the Certificate of Incorporation and By-laws of the Corporation) or at any special or annual meeting, shall be necessary to permit, effect or validate the taking of any of the following actions by the Corporation, whether such actions are effected directly or through a merger or another transaction (provided, that, no such affirmative vote or consent shall be required in connection with a merger or other transaction which would result in a Sale of the Company, so long as prior to or simultaneously with completion of that transaction, the Series A Preferred will be redeemed in full):
(i) the amendment of the Certificate of Incorporation or By-laws of the Corporation, or the alteration or change of the powers, rights, privileges or preferences of the Series A Preferred, if such amendment, alteration or change would adversely affect any of the powers, rights, privileges or preferences of the holders of the Series A Preferred;
(ii) the authorization of (or issuance of any shares of) any class of Preferred Stock which ranks senior to or pari passu with the Series A Preferred with respect to dividends or upon liquidation, dissolution or winding-up of the Corporation;
(iii) the increase of the number of shares of Series A Preferred authorized for issuance; or
(iv) the issuance after the Effective Time of any shares of Series A Preferred (excluding the issuance of share certificates upon transfers or exchanges of shares by holders (other than the Corporation) thereof or upon replacement of lost, stolen, damaged or mutilated share certificates), except for issuances of shares of Series A Preferred which have been redeemed or otherwise acquired.
Consent Requirements. If Contractor requests County’s consideration of and consent to an assignment, County shall not unreasonably deny such request. No request by Contractor for consent to an assignment need be considered by County unless and until Contractor has met the following requirements:
1. Contractor shall pay County its reasonable expenses for attorneys’ fees and investigation costs necessary to investigate the suitability of any proposed assignee, and to review and finalize any documentation required as a condition for approving any such assignment;
2. Contractor shall furnish County with audited financial statements of the proposed assignee’s operations for the immediately preceding three (3) operating years;
Consent Requirements. (a) With respect to the CCPA: In order to comply with consumer opt-out provisions, businesses must make available two or more designated methods for submitting requests for disclosure of information including, at minimum, a toll-free telephone number and a public website. Business' websites must provide a clear and conspicuous link on their websites titled "Do Not Sell My Personal Information" that enables consumers to opt-out of the sale of their Personal Information. In addition, businesses must provide a description of consumers' right to opt out of the sale of their Personal Information, along with the above-described website link, in their website privacy policies or in any California-specific description of consumers' privacy rights. Businesses must also disclose in a form that is reasonably accessible to consumers and in accordance with a specified process that consumers have a right to request that their Personal Information be deleted.
(b) With respect to the GDPR: If the grounds for processing Personal Data is based the consent of the data subject, the controller or processor understand and agree that any such consent must be as defined in the Applicable Privacy Law, as follows: "any freely given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her."
Consent Requirements. Notwithstanding anything to the contrary contained herein, LINN shall not assign any Xxxxx Operating Contract or Xxxxx Shared Contract if the terms of such contract prohibit such assignment, require a consent to such assignment that is not given after LINN has used all commercially reasonable efforts to obtain such consent, or require a fee for such assignment that Xxxxx does not agree to bear, which Xxxxx Operating Contracts and Xxxxx Shared Contracts include those identified in Schedule 5.
Consent Requirements. Any Alterations or Utility Installations that Tenant shall desire to make and which require the consent of Landlord shall be presented to Landlord in written form with detailed plans. Consent shall be deemed conditioned upon Tenant’s: (i) acquiring all applicable governmental permits, (ii) furnishing Landlord with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials all at Tenant’s cost. Tenant shall promptly upon completion furnish Landlord with as-built plans and specifications for any Alterations or Utility Installations, whether or not Landlord’s consent is required. For work which costs more than $50,000, Landlord may condition its consent upon Tenant providing a lien and completion bond in an amount equal to one and one-half (1 1/2) times the estimated cost of such Alteration or Utility Installation and/or upon Tenant’s posting additional security for the completion of such Alterations or Utility Installations with Landlord. In the event that Landlord consents to Tenant installing any Utility Installations or Alterations to any portion of the Building outside of the Premises, including without limitation, any modifications or additions to any base Building infrastructure equipment or system (such as the HVAC), Tenant shall be responsible for, and shall promptly pay or reimburse Landlord as Additional Rent upon written demand therefor, all costs and expenses related to (A) installing separate meter(s) as required by Landlord, (B) the utilities and other services furnished to Tenant and/or the Premises, and (C) Landlord’s engineering review of any Alteration or Utility Installation affecting the foundation, roof or any structural component of the Building or any Building system.
Consent Requirements. If the value of a Participant’s vested Account Balance exceeds $5,000 (or if selected in the Adoption Agreement, a lower amount) and the Account Balance is Immediately Distributable:
