Consents; Estoppel Certificates. All consents and approvals of ------------------------------- third parties (including Governmental Entities) required to be obtained by or on the part of the parties hereto or otherwise reasonably necessary for consummation of the transactions contemplated hereby shall have been obtained, and all thereof shall be in full force and effect at the time of Closing.
Consents; Estoppel Certificates. The consents described in Exhibit 5.3 hereto, and all other consents required for Seller to perform its obligations hereunder, shall have been obtained in form and substance reasonably satisfactory to Buyer. Buyer shall have received estoppel certificates in form and substance reasonably satisfactory to Buyer from each of the parties to the Operating Agreements and Customer Orders;
Consents; Estoppel Certificates. 31.01 Except as otherwise expressly set forth in this Lease, and subject to the last sentence of this Section 31.01, Tenant hereby waives any monetary claim against Landlord which it may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval required to be given hereunder, and, in any such event, Tenant agrees that its sole remedy shall be an action or proceeding to enforce any such provision or for specific performance, injunction, declaratory judgment or arbitration as expressly permitted or required hereunder. In the event of a determination favorable to Tenant, the requested consent or approval shall be deemed to have been granted; provided, however, except as set forth in the next sentence, Landlord shall not have liability to Tenant for its refusal to give such consent or approval. The sole remedy for Landlord’s unreasonably withholding or delaying of consent or approval shall be as set forth in this Section; provided, however, that if it shall be finally determined by a court of competent jurisdiction that either party acted capriciously and in bad faith or failed to comply with any final decision of any arbitration proceedings pursuant to the terms of this Lease, then such party shall be liable to the other for the Actual Damages incurred by such party.
Consents; Estoppel Certificates. Any and all approvals, consents or other authorizations (collectively, the "Consents") of third parties reasonably determined by Buyer to be necessary to Sellers transfer of the Ownership Interests to Buyer free and clear of all Liens. Without limiting the foregoing, Sellers shall collect and deliver to Buyer in accordance with Section 3 below, an estoppel certificate (collectively, the "Estoppel Certificates"), together with and any and all Consents required under: (i) that certain Letter Agreement dated May 24, 2017 between ANR and TruMed Dispensaries, the tradename of AZ Compassionate Care Inc., an Arizona non-profit corporation and an Arizona licensed dispensary (collectively, "TruMed"), regarding cultivation of Marijuana for TruMed Dispensaries (the “TruMed Agreement”); and (ii) each of the Leases.
Consents; Estoppel Certificates. Seller shall, during the Inspection Period, obtain and deliver to Purchaser certificates from the lessees under the Space Leases and from parties to each of the material Hotel Contracts stating that said leases and/or contracts are in full force and effect in accordance with their terms, that to the best of their knowledge there are no defaults thereunder, and that, to the extent that the consent of such party is required for the assignment thereof, such consent has been given.
Consents; Estoppel Certificates. Exercise reasonable efforts to obtain, prior to the Closing, (a) the consent and approval of any third parties whose consent or approval is materially necessary in connection with the consummation of the transactions contemplated hereby, including, without limitation, those consents and approvals set forth on the Sellers' Disclosure Schedule and (b) estoppel certificates in form and substance reasonably acceptable to the Purchaser from those parties to the Assumed Obligations for which estoppel certificates are customarily requested.
Consents; Estoppel Certificates. Seller shall obtain and deliver to Purchaser certificates from the lessees under the Space Leases and from parties to each of the material Hotel Contracts stating that said leases and/or contracts are in full force and effect in accordance with their terms, that to the best of their knowledge there are no defaults thereunder, and that, to the extent that the consent of such party is required for the assignment thereof, such consent has been given. Purchaser will decide and notify Seller prior to the end of the Inspection Period whether the certificates provided are adequate for Purchaser's purpose and the contract shall terminate in accordance with section 5.3.1 or any defeciencies in the certificates will be deemed waived.
Consents; Estoppel Certificates. Seller shall use ------------------------------- commercially reasonable efforts to obtain, as soon as possible and at its expense, all the Required Consents and Franchise Approvals, in form and substance reasonably satisfactory to Buyer. Seller shall notify Buyer in advance of and give Buyer an opportunity to participate in all material contacts with, and provide copies of all correspondence to or from, any Franchising Authorities in connection with the Authorizations or other matters. Buyer shall cooperate with Seller to obtain all Required Consents and Franchise Approvals, but Buyer shall not be required to agree to any changes in, or the imposition of any condition to the transfer to Buyer of, any Contract or Authorization as a condition to obtaining any Required Consent or Franchise Approval. Seller also shall use reasonable efforts to obtain, at its expense, such estoppel certificates or similar documents from lessors and other Persons who are parties to Contracts as Buyer may reasonably request.
Consents; Estoppel Certificates. All consents and waivers (including, without limitation, waivers of rights of first refusal) from third parties necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, other than such consents and waivers from third parties, which, if not obtained, would not result, individually or in the aggregate, in a Buyer Material Adverse Effect or a Seller Material Adverse Effect, and Seller shall have obtained estoppel certificates in the form attached hereto as Exhibit D from (i) each ground lessor identified in Schedule 2.11(l), (ii) nine of the 10 largest tenants in the properties identified on Exhibit B (measured by annual base rental obligations) and (iii) 75% of the remaining tenants in those properties (measured by rentable square footage, excluding the square footage rented to the nine tenants referred to in clause (ii), above (the estoppel certificates referred to in this sentence collectively, the "Estoppel Certificates").
Consents; Estoppel Certificates. Duly executed Consents and executed estoppel certificates, each in form and substance reasonably satisfactory to Buyer, with respect to the Contracts, Permits, leases and licenses set forth Schedule 2.7(a)(vii) of the Disclosure Schedule;
