Consents of Lessors Sample Clauses

Consents of Lessors. The Company and the Shareholders shall have ------------------- obtained and delivered to the Purchaser written consents to the transaction contemplated by this Agreement of, or notice of the transaction contemplated by this Agreement to, lessors to the Leases. Each lessor under any lease referred to in this paragraph shall have executed and delivered to the Company and Purchaser a certificate substantially in the form of Exhibit 5.2(d) attached -------------- hereto (the "Landlord Consents"). -----------------
Sample 1Sample 2
AutoNDA by SimpleDocs
Consents of Lessors. The consent and approval to the Merger and/or the resulting change of control of the Company (to the extent required to avoid any default, penalty, or acceleration of obligations) of the lessors of all Restaurant sites, buildings, and fixtures leased to the Company or any Subsidiary, any lessors of personal property to the Company or any Subsidiary, and the other parties to any Company Contract shall have been obtained; provided, that, with respect to any such consent or approval, such consent and approval shall constitute a condition to the obligations of Apple South and Merger Sub hereunder only to the extent that the failure to obtain such consent or approval (alone or together with any other such consents or approvals that are not obtained) would have a material adverse effect on the Company and the Subsidiaries, taken together as a whole.
Sample 1Sample 2
Consents of Lessors. Borrowers shall have procured in form and substance satisfactory to Agent the consents of the respective lessors to the Collateral Assignment of Leases and such landlord waivers as may be requested by Agent.
Sample 1Sample 2
Consents of Lessors. Schedule 5(a) contains a list of all leases which require, as a condition of transfer of Sellers' interest thereunder, consents of any third party. To the best of each of the Seller's knowledge, Schedule 5(a) represents a complete and accurate record of all leases requiring such consent. If at the Closing, these consents which are required in order not to render an assignment void have not been secured and delivered to the Purchaser by the Sellers, the failure to obtain and deliver any such consents shall be deemed a Title Defect for such leases as of Closing. b.
Sample 1
Consents of Lessors. Company and Shareholders agree to use their reasonable efforts to obtain the written approvals of all lessors and other parties to all amendments to leases and other contracts required by Purchaser.
Sample 1
Consents of Lessors. Use its reasonable efforts to obtain within 60 days following the Restatement Closing Date estoppel certificates or similar agreements reasonably satisfactory to the Collateral Agent executed by the lessors of all Properties.
Sample 1
Consents of Lessors. Target and Shareholders agree to use reasonable efforts to obtain the consent of all lessors and other parties to leases and other contracts to the transfer of such leases and contracts.
Sample 1
AutoNDA by SimpleDocs
Consents of Lessors. Any consents required under the leases of the Real Estate, which consents shall be in a form reasonably acceptable to Buyer.
Sample 1
Consents of Lessors. If the sale of the RC Inc Shares or transfer of control of RC Ltd would constitute a default (without regard to notice or the passage of time) under any personal property or real property lease to which RC Inc or RC Ltd is a party, or if any personal property lease or real property lease constituting part of the Acquired Assets is not assignable by its terms or if consent to transfer of the Road Champs Shares or assignment of the lease can not be obtained from the lessor, Purchaser shall still assume responsibility for such lease and the parties shall take such steps as are necessary or desirable to allow Purchaser to enjoy the benefits of such property or lease.
Sample 1

Related to Consents of Lessors

  • Consents, Waivers and Renewals The Guarantor agrees that a Party may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations owing to it, and may also make any agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between such Party and the Company or any of such other party or person, without in any way impairing or affecting this Guarantee. The Guarantor agrees that a Party may resort to the Guarantor for payment of any of the Obligations, whether or not the Party shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.

  • Landlord Waivers With respect to any real property leased by the Company or any Loan Party, where requested by the Administrative Agent, the Company and each Loan Party shall use commercially reasonable efforts (and shall deliver to the Administrative Agent satisfactory evidence of such efforts) to deliver a Landlord Waiver (to the extent not previously delivered to the Administrative Agent) duly executed by the applicable landlord in form and substance reasonably satisfactory to the Administrative Agent.

  • Landlord Waivers; Bailee Waivers In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Collateral Agent and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

  • Consents; Waivers No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.

  • Landlord Consents Pledgor shall use commercially reasonable efforts to deliver to Secured Party an executed letter in form and substance acceptable to Secured Party from each landlord from which Pledgor leases premises on which Goods or Inventory of Pledgor with a book value in excess of ten million dollars ($10,000,000) is located, stored, used or held in the United States of America promptly upon the book value of Goods or Inventory located, stored, used or held at such premises reaching ten million dollars ($10,000,000) (each such letter, a "LANDLORD WAIVER LETTER") pursuant to which such landlord, among other things, acknowledges the security interest granted by Pledgor to Secured Party in such Goods and Inventory, waives or subordinates any Lien such landlord may have in respect of such Goods or Inventory and agrees to provide the Secured Party with access to such premises upon the occurrence and during the continuance of an Event of Default.

  • Consents and Notices Seller shall have obtained or effected all consents, approvals, waivers, notices and filings required in connection with the execution and delivery by Seller of this Agreement or consummation by Seller of the transactions contemplated hereby, and any notice or waiting period relating thereto shall have expired with all requirements lawfully imposed having been satisfied in all material respects.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Consents and Permits Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries have made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (including, without limitation, the United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration or any other foreign, federal, state, provincial, court or local government or regulatory authorities including self-regulatory organizations engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) necessary for the ownership or lease of their respective properties or to conduct its businesses as described in the Registration Statement and the Prospectus (collectively, “Permits”), except for such Permits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. To the extent required by applicable laws and regulations of the FDA, the Company or the applicable Subsidiary has submitted to the FDA an Investigational New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.

  • Amendments; Waivers; Consents No modification, amendment or waiver of, or with respect to, any provision of this Agreement or the Related Documents, shall be effective unless it shall be in writing and signed by each of the parties hereto. This Agreement, the Related Documents and the documents referred to therein embody the entire agreement among the Seller, the Subservicer, the Purchaser and the Master Servicer, and supersede all prior agreements and understandings relating to the subject hereof, whether written or oral.

Time is Money Join Law Insider Premium to draft better contracts faster.