Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by a party, or whenever a party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.
Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires consent or approval to be given by a Party, or a Party must or may exercise discretion, the Parties agree that such consent or approval shall not be unreasonably withheld, conditioned, or delayed, and such discretion shall be reasonably exercised. Except as otherwise provided herein, if no response to a consent or request for approval is provided within ten (10) days from the receipt of the request, then the consent or approval shall be presumed to have been given.
Consents, Approvals and Discretion. Whenever Lender's consent or approval is required or permitted, or any documents or other items are required to be acceptable to Lender, such consent, approval or acceptability shall be at the sole and absolute discretion of Lender, which shall not be unreasonably withheld, delayed or conditioned. Whenever any determination or act is at Lender's discretion, such determination or act shall be at the sole and absolute discretion of the Lender, which shall not be unreasonably withheld, delayed or conditioned.
Consents, Approvals and Discretion. Whenever Bank’s consent or approval is required or permitted or any documents are required to be acceptable to Bank, such consent, approval or acceptability shall be at the sole and absolute discretion of Bank. Except as otherwise specifically provided herein, whenever any determination or act is at Bank’s discretion, such determination or act shall be at Bank’s sole and absolute discretion.
Consents, Approvals and Discretion. Whenever this Annex A requires any consent or approval to be given by either party or either party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.
Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by any party or any party must or may exercise discretion, such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.
Consents, Approvals and Discretion. Whenever Lender's consent or approval is required or permitted hereunder, or any documents or other items are required to be acceptable to Lender, such consent, approval or determination of acceptability shall be made in the sole and absolute discretion of Lender, unless otherwise specifically set forth herein.
Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by any Party or any Party must or may exercise discretion, such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised. DMC shall have the right and authority to consent on behalf of each Seller and Vanguard shall have the right and authority to consent on behalf of each Buyer.
Consents, Approvals and Discretion. Whenever the Agent's or any Lender's consent or approval is required or permitted or any documents are required to be acceptable to Agent or any Lender, such consent, approval or acceptability shall be at the sole and absolute discretion of Agent or such Lender. Whenever any determination or act is at Agent's or any Lender's discretion, such determination or act shall be at Agent's or such Lender's sole and absolute discretion.
Consents, Approvals and Discretion. 55 12.4 Choice of Law; Consent to Jurisdiction. 55 12.5 Benefit/Assignment. 56 12.6 No Brokerage. 56 12.7 Cost of Transaction. 56 12.8 Confidentiality. 56 12.9 Public Announcements. 57 12.10 Waiver of Breach. 57 12.11 Notice. 57 12.12 Severability. 58 12.13 Gender and Number. 59 12.14 Divisions and Headings. 59 12.15 Survival. 59 12.16 Waiver of Jury Trial. 59 12.17 Accounting Date. 59 12.18 No Inferences. 60 12.19 No Third Party Beneficiaries; No Joint Venture. 60 12.20 Force Majeure. 60 12.21 Risk of Loss. 60 12.22 Liquidated Damages. 61 12.23 Construction. 61 12.24 Waiver of Bulk Sales Law Compliance. 61 12.25 Counterparts. 61 12.26 Further Assurance and 1031 Cooperation. 62 12.27 Entire Agreement/Amendment. 62 Description Exhibit Definitions A Escrow Agreement B Form of General Assignment, Conveyance, and Bxxx of Sale C Form of Lease Assignments D Form of Assignment and Assumption Agreement E Form of FIRPTA Affidavit.. F Form of Estoppel Certificate...……………………………………………………………………G Form of SunLink Guaranty………………………………………………………………………..H Allocation of Certain Closing Costs I Fees for Post-Closing Collection Services J Description Schedule Owned Real Property 1.1(a) Leased Real Property 1.1(b) Tangible Personal Property 1.1(c) Leased Personal Property 1.1(d) Assumed Affiliate Contracts 1.2(g) Assumed Contracts 1.1(h) Permits 1.1(i) Excluded Assets 1.2 Excluded Tangible Personal Property 1.2(n) Excluded Permits 1.2(o) Form of Purchase Price Allocation Schedule……………………………………………………1.9 Consents 3.2(b) Absence of Conflicts 3.2(c) Financial Statements 3.4 Certain Post-Financial Statement Date Results 3.5 Licenses 3.6 Certificates of Need 3.7 Pending or Threatened Investigations 3.8 Regulatory Compliance Exceptions 3.9 Notice of Violation of Real Estate Law 3.10(a) Zoning Non-Conformities 3.10(b) Easements and Other Limitations 3.10(c) Accessibility Laws 3.10(d) Tenant Leases 3.10(e) Rent Roll 3.10(f) Eminent Domain 3.10(g) Flood Hazards 3.10(h) Encroachments 3.10(i) Title Exceptions 3.11 Employee Benefit Plans 3.12 Litigation 3.13 Environmental Law Exceptions 3.14 Hxxx Xxxxxx 3.15 Taxes 3.16 Employee Relations 3.17(a) Employment, Health and Safety Claims 3.17(b) Employment and Contractor List and Employment Loss 3.17(c) Certain Contracts 3.18 Insurance 3.21 Assets Defects 3.23 Compliance Program 3.24 No Broker 3.26 Third Party Payor Cost Reports 3.29 Intellectual Property 3.30 Governmental Authority Consents (Buyer) 4.2 Litigation (Buyer) 4.5 Required Consents, Pe...
