Common use of Consents, Approvals and Waivers Clause in Contracts

Consents, Approvals and Waivers. Seller’s execution and delivery of this Agreement and consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authorities, including the Regulatory Approval, (b) all of Seller’s lenders whose approval is required under any applicable loan documents, and (c) Purchaser’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in the aggregate, shall have resulted in a Material Adverse Effect on the regulatory treatment of the Companies or Subsidiaries. In addition, this Agreement shall have been approved by the special committee of the board of directors of Purchaser, the board of directors of Purchaser (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Purchaser’s shareholders. Either (i) Purchaser shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller no later than the Closing pursuant to Section 3.3, or (ii) if Seller was unable to obtain such consent, approval, waiver or agreement after having complied with its obligations under Section 3.3, Seller shall have obtained for, or provided Purchaser with, in a form reasonably acceptable to Purchaser, the economic practical benefit to Purchaser as if such consent, approval, waiver or agreement had been received.

Consents, Approvals and Waivers. SellerParent’s execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby shall have been approved by (a) all Governmental Authoritiesthe special committee of the board of directors of Parent, including the Regulatory Approvalboard of directors of Parent (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and approval by Parent’s shareholders, (b) all of Seller’s lenders Governmental Authorities whose approval is approvals are required under any applicable loan documentsby Law, and (c) PurchaserParent’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in (d) all of RMO’s and the aggregate, shall have resulted in a Material Adverse Effect on Company’s lenders whose approval is required under any applicable loan documents. RMO and the regulatory treatment of the Companies or Subsidiaries. In addition, this Agreement shall have been approved by the special committee of the board of directors of Purchaser, the board of directors of Purchaser (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Purchaser’s shareholders. Either (i) Purchaser Company shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller Parent no later than the Closing pursuant to Section 3.3, or (ii) if Seller was unable to obtain such consent, approval, waiver or agreement after having complied with its obligations under Section 3.3, Seller . RMO’s and the Company’s execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby shall have obtained forbeen approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or provided Purchaser within the aggregate, in reasonably be expected to have a form reasonably acceptable Material Adverse Effect on the ability of RMO and the Company to Purchaser, consummate the economic practical benefit to Purchaser as if such consent, approval, waiver or agreement had been receivedMerger and the transactions described herein.

Consents, Approvals and Waivers. Seller’s Shareholders’ and the Companies; execution and delivery of this Agreement and consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authorities, including the Regulatory Approval, (b) all of Seller’s Shareholders’ and the Companies’ lenders whose approval is required under any applicable loan documents, and (c) PurchaserParent’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in the aggregate, shall have resulted in a Material Adverse Effect on the regulatory treatment of the Companies or Subsidiaries. In addition, this Agreement shall have been approved by the special committee of the board of directors of PurchaserParent, the board of directors of Purchaser Parent (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and PurchaserParent’s shareholders. Either (i) Purchaser Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller Shareholders and the Companies no later than the Closing pursuant to Section 3.3, or (ii) if Seller was Shareholders and the Companies were unable to obtain such consent, approval, waiver or agreement after having complied with its their obligations under Section 3.3, Seller Shareholders shall have obtained for, or provided Purchaser Parent with, in a form reasonably acceptable to PurchaserParent, the economic practical benefit to Purchaser Parent as if such consent, approval, waiver or agreement had been received.

Consents, Approvals and Waivers. SellerRMO and the Company’s execution and delivery of this Agreement and consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authorities, including the Regulatory Approval, (b) all of SellerRMO and the Company’s lenders whose approval is required under any applicable loan documents, and (c) PurchaserParent’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in the aggregate, shall have resulted in a Material Adverse Effect on the regulatory treatment of the Companies or SubsidiariesCompany. In addition, this Agreement shall have been approved by the special committee of the board of directors of PurchaserParent, the board of directors of Purchaser Parent (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and PurchaserParent’s shareholders. Either (i) Purchaser Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller RMO and the Company no later than the Closing pursuant to Section 3.3, or (ii) if Seller was RMO and the Company were unable to obtain such consent, approval, waiver or agreement after having complied with its their obligations under Section 3.3, Seller RMO shall have obtained for, or provided Purchaser Parent with, in a form reasonably acceptable to PurchaserParent, the economic practical benefit to Purchaser Parent as if such consent, approval, waiver or agreement had been received.

Consents, Approvals and Waivers. SellerParent’s execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby shall have been approved by (a) all Governmental Authoritiesthe special committee of the board of directors of Parent, including the Regulatory Approvalboard of directors of Parent (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and approval by Parent’s shareholders, (b) all of Seller’s lenders Governmental Authorities whose approval is approvals are required under any applicable loan documentsby Law, and (c) PurchaserParent’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in (d) all of Shareholders’ and the aggregate, shall have resulted in a Material Adverse Effect on the regulatory treatment of Companies’ lenders whose approval is required under any applicable loan documents. Shareholders and the Companies or Subsidiaries. In addition, this Agreement shall have been approved by the special committee of the board of directors of Purchaser, the board of directors of Purchaser (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Purchaser’s shareholders. Either (i) Purchaser shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller Parent no later than the Closing pursuant to Section 3.3, or (ii) if Seller was unable to obtain such consent, approval, waiver or agreement after having complied with its obligations under Section 3.3, Seller . Shareholders’ and the Companies’ execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby shall have obtained forbeen approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or provided Purchaser within the aggregate, in reasonably be expected to have a form reasonably acceptable Material Adverse Effect on the ability of Shareholders and the Companies to Purchaser, consummate the economic practical benefit to Purchaser as if such consent, approval, waiver or agreement had been receivedMergers and the transactions described herein.

Consents, Approvals and Waivers. SellerParent’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authoritiesthe special committee of the board of directors of Parent, including the Regulatory Approvalboard of directors of Parent (other than Xxxxxxx X. Xxxxxxx in his individual capacity, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxx), and approval by Parent’s shareholders, (b) the board of directors of Parent shall have received a customary opinion of an independent financial advisor that the transactions contemplated by this Agreement are fair, from a financial point of view, to Parent’s shareholders and such fairness opinion shall not have been revoked, rescinded or amended, (c) all Governmental Authorities whose approvals are required by Law, (d) Sun Life Assurance Company of Canada and Parent’s or Parent’s Affiliates’ lenders, but only if such approvals are required under the applicable documents, and (e) all of Sellerthe Company’s lenders whose approval is required under any applicable loan documents, and (c) Purchaser’s lenders, LaSalle Bank N.A. and the holders of those current unsecured bond debt notes due June 29, 2017, but only if such lender approvals are required under the applicable loan documents, and no such approvals, independently or in the aggregate, shall have resulted in a Material Adverse Effect on the regulatory treatment of the Companies or Subsidiaries. In addition, this Agreement shall have been approved by the special committee of the board of directors of Purchaser, the board of directors of Purchaser (other than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Purchaser’s shareholders. Either (i) Purchaser Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Seller the Company and RMO no later than the Closing pursuant to Section 3.3, or (ii) if Seller was unable to obtain such consent, approval, waiver or agreement after having complied with its obligations under Section 3.3, Seller . The Company’s and RMO’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have obtained forbeen approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or provided Purchaser within the aggregate, in reasonably be expected to have a form reasonably acceptable Material Adverse Effect on the ability of RMO and the Company to Purchaser, consummate the economic practical benefit to Purchaser as if such consent, approval, waiver or agreement had been receivedtransactions contemplated by this Agreement and the transactions described herein.