Common use of Consents, Approvals and Waivers Clause in Contracts

Consents, Approvals and Waivers. Purchaser’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) 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 approval by Purchaser’s shareholders, (b) all Governmental Authorities whose approvals are required by Law, (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 (d) all of Seller’s lenders whose approval is required under any applicable loan documents. Seller shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser no later than the Closing pursuant to Section 3.3. Seller’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller to consummate the transactions described herein.

Consents, Approvals and Waivers. PurchaserRMO and the Company’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) 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 approval by Purchaser’s shareholdersall Governmental Authorities, (b) all Governmental Authorities of RMO and the Company’s lenders whose approvals are approval is required by Lawunder 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 Company. In addition, this Agreement shall have been approved by the special committee of the board of directors of Parent, the board of directors of Parent (dother than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Parent’s shareholders. Either (i) all of Seller’s lenders whose approval is required under any applicable loan documents. Seller Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser RMO and the Company no later than the Closing pursuant to Section 3.3. Seller’s execution and delivery of this Agreement , or (ii) if RMO and the consummation of the transactions contemplated hereby Company were unable to obtain such consent, approval, waiver or agreement after having complied with their obligations under Section 3.3, RMO shall have obtained for, or provided Parent with, in a form reasonably acceptable to Parent, the economic practical benefit to Parent as if such consent, approval, waiver or agreement had been approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller to consummate the transactions described hereinreceived.

Consents, Approvals and Waivers. Purchaser’s Shareholders’ and the Companies; execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authorities, including 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 approval by Purchaser’s shareholdersRegulatory Approval, (b) all Governmental Authorities of Shareholders’ and the Companies’ lenders whose approvals are approval is required by Lawunder 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 Parent, the board of directors of Parent (dother than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Parent’s shareholders. Either (i) all of Seller’s lenders whose approval is required under any applicable loan documents. Seller Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser Shareholders and the Companies no later than the Closing pursuant to Section 3.3. Seller’s execution and delivery of this Agreement , or (ii) if Shareholders and the consummation of the transactions contemplated hereby Companies were unable to obtain such consent, approval, waiver or agreement after having complied with their obligations under Section 3.3, Shareholders shall have obtained for, or provided Parent with, in a form reasonably acceptable to Parent, the economic practical benefit to Parent as if such consent, approval, waiver or agreement had been approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller to consummate the transactions described hereinreceived.

Consents, Approvals and Waivers. PurchaserParent’s execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby shall have been approved by (a) 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 approval by PurchaserParent’s shareholders, (b) all Governmental Authorities whose approvals are required by Law, (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 (d) all of Seller’s Shareholders’ and the Companies’ lenders whose approval is required under any applicable loan documents. Seller Shareholders and the Companies shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser Parent no later than the Closing pursuant to Section 3.3. Seller’s Shareholders’ and the Companies’ execution and delivery of this Agreement and the consummation of the Mergers and the transactions contemplated hereby shall have been approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller Shareholders and the Companies to consummate the Mergers and the transactions described herein.

Consents, Approvals and Waivers. PurchaserSeller’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) all Governmental Authorities, including 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 approval by Purchaser’s shareholdersRegulatory Approval, (b) all Governmental Authorities of Seller’s lenders whose approvals are approval is required by Lawunder 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 (dother than Xxxxxxx X. Xxxxxxx in his individual capacity, and Xxxxxx X. Xxxxx), and Purchaser’s shareholders. Either (i) all of Seller’s lenders whose approval is required under any applicable loan documents. Seller Purchaser shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser Seller no later than the Closing pursuant to Section 3.3. Seller’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby , 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 approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller to consummate the transactions described hereinreceived.

Consents, Approvals and Waivers. PurchaserParent’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by (a) 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. XxxxxXxxxx and Xxxxxxx X. Xxxxxxx), and approval by PurchaserParent’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, (cd) PurchaserSun Life Assurance Company of Canada and Parent’s or Parent’s Affiliates’ 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 (de) all of Sellerthe Company’s lenders whose approval is required under any applicable loan documents. Seller Parent shall have received a true, correct and complete copy of each consent, approval, waiver and agreement required to be obtained by Purchaser the Company and RMO no later than the Closing pursuant to Section 3.3. SellerThe Company’s and RMO’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all Governmental Authorities whose approvals are required by Law, except for any such approval which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the ability of Seller RMO and the Company to consummate the transactions contemplated by this Agreement and the transactions described herein.