Consents and Other Approvals. Purchaser shall have received all consents and other approvals which are necessary or required, if any, to consummate this Agreement.
Consents and Other Approvals. Buyer and Seller shall, and Seller shall cause the Companies to, use their respective best efforts to comply promptly with all legal requirements which may be imposed on itself with respect to the transactions contemplated hereby and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed on any of them in connection with the transactions contemplated hereby. Buyer and Seller shall, and Seller shall cause the Companies to, use their respective best efforts to obtain (and shall cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by Buyer, Seller or either of the Companies in connection with the transactions contemplated hereby.
Consents and Other Approvals. All material consents and other approvals, if any, necessary to permit the consummation of the transactions contemplated by this Agreement shall have been received.
Consents and Other Approvals. The Partnership and Opco shall work together in a commercially reasonable manner to ensure that all consents and approvals required for the lease, sub-lease, assignment or licence, as applicable, of any LIL Assets and Rights are obtained prior to the Commissioning Date. In this regard, the Partnership and Opco shall form a committee at least two years prior to the anticipated Commissioning Date (as set forth in the then current master project schedule for the Development Activities) to identify the required consents and approvals, and ensure that they are obtained on or before the Commissioning Date.
Consents and Other Approvals. 33 6.2. Related Agreements and Instruments . . . . . . . . . . 33 6.3. Conduct of the NewMedia Business . . . . . . . . . . . 34 6.4. Audited Financial Statements . . . . . . . . . . . . . 36 6.5. Conveyance Taxes . . . . . . . . . . . . . . . . . . . 36 6.6.
Consents and Other Approvals. Seller and the Company shall have duly received, without any condition adverse to Buyer, all material consents and other approvals (i) under the agreements specified in Schedule 2.14, (ii) under any other agreement to which the Company is a party, (iii) under any statute, rule or regulation to which Seller or the Company is subject, necessary for (x) the consummation of the sale of the Shares to Buyer at the Closing and (y) Buyer to acquire control of the Company as of the Closing Date, and (iv) subject to Section 5.1(b), otherwise required to be obtained prior to Closing from any governmental authorities or accrediting agencies (including customary pre-Closing approvals of all programmatic accreditations).
Consents and Other Approvals. Sellers and the Companies shall have duly received, without any condition adverse to Buyer, all of the consents and other approvals specified in Section 6.1(d) of the Disclosure Letter.
Consents and Other Approvals. 33 6.2. Related Agreements and Instruments................................... 33 6.3. Conduct of the NewMedia Business..................................... 34 6.4. Audited Financial Statements......................................... 36 6.5. Conveyance Taxes..................................................... 36 6.6. Severance and Termination Costs...................................... 36 6.7. Noncompetition....................................................... 37 6.8. CNI Recapitalization................................................. 39 6.9. Further Assurances................................................... 39 ARTICLE VII CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS 7.1. No Injunction or Restraints.......................................... 39 7.2. Regulatory Approvals................................................. 40 7.3. Standstill Agreement................................................. 40 7.4. Tax Sharing Agreement................................................ 40 7.5. Section 1445 Certificate............................................. 40 ARTICLE VIII CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS 8.1. No Injunction or Restraints.......................................... 40 8.2. Regulatory Approvals................................................. 40 8.3. Registration Rights Agreement........................................ 40 8.4. Tax Sharing Agreement................................................ 40 8.5. Section 6.2(c) Election.............................................. 40 ARTICLE IX
Consents and Other Approvals. The conditions set forth in ---------------------------- Section 7.3(e) and (f) of the Merger Agreement shall have been satisfied.
Consents and Other Approvals. The Sellers and Buyer shall have received all Required Consents necessary prior to the Closing and no Required Consent shall contain any terms or conditions that would materially restrict or limit the ongoing operations of the Company as such operations are conducted as of the date of this Agreement.
