Consents and Estoppel Certificates. Buyer shall have received evidence (or the Company and the Seller shall have covenanted to obtain), reasonably satisfactory to the Buyer and its counsel, that all of the Consents disclosed in Schedule 4.14 hereto have been duly obtained together with estoppel certificates for all real property leases, and that all Permits and Consents necessary to the operation of the Business have been transferred to or issued to Buyer.
Consents and Estoppel Certificates. (a) At any time and from time to time, within 15 days after written request of any Lender or proposed Lender, the Department, without charge, shall (1) consent to (A) the exercise by any Lender of its rights under and in accordance with this Article 7 in the event of a Concessionaire Default and (B) a pledge and hypothecation by the Concessionaire of the Concessionaire’s Interest to any Lender or proposed Lender and (2) certify to its best knowledge by written instrument duly executed and acknowledged, to any Lender or proposed Lender as follows:
(i) As to whether this Agreement has been supplemented or amended, and if so, the substance and manner of such supplement or amendment, attaching a copy thereof to such certificate;
(ii) As to the validity and force and effect of this Agreement, in accordance with its terms;
(iii) As to the existence of any Concessionaire Default;
(iv) As to the existence of events which, by the passage of time or notice or both, would constitute a Concessionaire Default;
(v) As to then accumulated amount of Performance Points, cured and uncured;
(vi) As to the existence of any Claims by the Department regarding this Agreement;
(vii) As to the Agreement Date;
(viii) As to the PVR Discount Rate and PVR that the Concessionaire has most recently reported to the Department;
(ix) As to whether a specified acceptance, approval or consent of the Department called for under this Agreement has been granted;
(x) Whether the Lender and its Concessionaire Debt and Financing Assignments, or the proposed Lender and its proposed Concessionaire Debt and Financing Assignments, meet the conditions and limitations set forth in Sections 7.01 and 7.03; and
(xi) As to any other matters of fact within the Department’s knowledge about the Agreement, Project Agreement to which the Department is a party, the Concessionaire, the Project or the Work as may be reasonably requested.
(b) The Department shall deliver the same certified, written instrument to a Substituted Concessionaire or proposed Substituted Concessionaire within 15 days after receiving its written request, provided that the request is delivered to the Department either before the Substituted Concessionaire or proposed Substituted Concessionaire succeeds to the Concessionaire’s Interest or within 60 days after the Substituted Concessionaire has succeeded to the Concessionaire’s Interest.
(c) Any such certificate may be relied upon by, and only by, the Lender, proposed Lender, Substituted Conce...
Consents and Estoppel Certificates. Any instruments evidencing any Consents and any Estoppel Certificates received with respect to such Group Sale, including any Required Consents.
Consents and Estoppel Certificates. A copy of the Required Consents and any other instrument evidencing any Consents and Estoppel Certificates received.
Consents and Estoppel Certificates. Each of the MGM Parties shall use its Commercially Reasonable Efforts to, at its expense, obtain prior to the Closing all consents, other than Governmental Approvals that are governed by Section 6.6, necessary to the consummation of the transactions contemplated by this Agreement, including such other non-governmental consents as Purchaser or its counsel shall reasonably determined to be necessary, including any required consents to the assignment of the Material Contracts. All such consents shall be in writing, and executed counterparts thereof shall be delivered to Purchaser and its counsel promptly after receipt thereof by any of the MGM Parties, but in no event later than immediately prior to the Closing. Without limitation of the foregoing, each of the MGM Parties shall use Commercially Reasonable Efforts to obtain from each tenant under each of the Tenant Leases, prior to Closing, an estoppel certificate with respect to each Tenant Lease in form and substance reasonably approved by Purchaser.
Consents and Estoppel Certificates. Written consents and estoppel certificates by the parties to all contracts, agreements, undertakings and commitments involving payment by the Company of more than $10,000 in any single case and which would otherwise be in default or subject to nonrecurring
Consents and Estoppel Certificates. All Required Consents set forth on Schedule 7.2(b) of the Company Disclosure Schedule, and all other Required Consents the failure to obtain which could reasonably be expected to have a Material Adverse Effect on the Company, shall have been obtained. Parent and Purchaser shall have received estoppel certificates containing the acknowledgment of the landlord under each of the Real Property Leases set forth on Schedule 7.2(b) of the Company Disclosure Schedule that the Company is not in Default of any such Real Property Lease.
Consents and Estoppel Certificates. Seller shall obtain consents and ---------------------------------- estoppel certificates from each lessor under any lease or sublease with respect to the Real Property, certifying the applicable lease or contract and all amendments thereto and stating that (i) such lease is in full force and effect, (ii) there are no uncured defaults thereunder, (iii) the date through which lease payments or any other applicable payments thereunder have been paid, and (iv) the amount of any security deposit held thereunder.
Consents and Estoppel Certificates.
21.9.1 At any time and from time to time, within fifteen (15) days after written request of any Lender or proposed Lender entitled to the rights, benefits and protections of this Article 21, IFA, without charge, shall consent to:
21.9.1.1 The exercise by any Lender of its rights under and in accordance with this Article 21 in the event of a Developer Default; and
21.9.1.2 A pledge and hypothecation by Developer of the Developer’s Interest to any Lender or proposed Lender.
21.9.2 At any time and from time to time, within fifteen (15) days after written request of any Lender or proposed Lender entitled to the rights, benefits and protections of this Article 21, IFA, without charge, shall certify to its best knowledge by written instrument duly executed and acknowledged, to any Lender or proposed Lender as follows:
21.9.2.1 As to whether this Agreement has been supplemented or amended, and if so, the substance and manner of such supplement or amendment, attaching a copy thereof to such certificate;
21.9.2.2 As to the validity and force and effect of this Agreement, in accordance with its terms;
21.9.2.3 As to the existence of any Developer Default;
21.9.2.4 As to the existence of events which, by the passage of time or Notice or both, would constitute a Developer Default; Agreement;
21.9.2.5 As to the then accumulated amount of Noncompliance Points;
21.9.2.6 As to the existence of any claims by IFA regarding this
21.9.2.7 As to the Effective Date and the commencement and expiration dates of the Term;
21.9.2.8 As to whether a specified acceptance, approval or consent of IFA called for under this Agreement has been granted;
21.9.2.9 Whether the Lender and its Funding Agreements and Security Documents, or the proposed Lender and its proposed Funding Agreements and Security Documents, meet the conditions and limitations set forth in Sections 13.3 and 21.1; and
21.9.2.10 As to any other matters of fact within IFA’s knowledge about the PPA Documents, Developer, the Project or the Work as may be reasonably requested.
21.9.3 IFA shall deliver the same certified, written instrument to a Substituted Entity or proposed Substituted Entity within fifteen (15) days after receiving its written request, provided that the request is delivered to IFA either before the Substituted Entity or proposed Substituted Entity succeeds to the Developer’s Interest or within sixty (60) days after the Substituted Entity has succeeded to the Developer’s Interest.
21.9.4 Any such certifica...
Consents and Estoppel Certificates. The consents, licenses, approvals, releases and authorizations specified on Schedule 2.4, to the extent they are required to be obtained prior to Closing, and the estoppel certificates described in Section 4.10, shall have been obtained.
