Consents to Transfer. No Transfer Restrictions exist with respect to or otherwise apply to the assignment of, or transfer by the Pledgor of possession of, any items of Substituted Collateral to the Collateral Agent under the Collateral Agreement, or the subsequent sale or transfer of such items of Substituted Collateral by the Collateral Agent pursuant to the terms of the Collateral Agreement.
Consents to Transfer. No Transfer Restrictions exist with respect to or otherwise apply to the transfer by Seller of such U.S. Government Securities to Purchaser.
Consents to Transfer. Each party whose consent is required to the transactions contemplated by this Agreement, including without limitation each party to any contract with any Corporation and all Required Governmental Consents shall have been obtained.
Consents to Transfer. The Parties acknowledge that all potential Transfers of Containership Assets pursuant to this Section 3 are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties and to the terms of all existing agreements in respect of such Containership Assets.
Consents to Transfer. Seller shall be responsible for securing any consent from third parties who have the right to consent to the transfer of any Contract, Permit, Intangible Property and/or Lease and Purchaser shall be responsible for paying any fee in connection therewith, including but not limited to, any termination fee. The consents shall provide that if the transaction contemplated by this Agreement is not consummated, the consent will not be effective. It is understood that a failure to obtain such consents is not a condition precedent to Purchaser’s obligation to close. Purchaser will assume all liability which arises as a result of failing to obtain any such consent and shall indemnify and hold harmless Seller from any liability, claims, actions, expenses, or damages incurred by Seller as a result of such failure, should Seller elect to waive the issuance of such consents as a precondition to Closing under Section 6; such indemnification shall survive Closing of this transaction.
Consents to Transfer. Provided that the requirement for such consent is set forth in the Preliminary Documents and any documents of record as set forth on the Title Commitment (as defined below) (the “Recorded Documents”), Purchaser shall be responsible for securing any consent from third parties who have the right (which right shall be set forth in the materials provided to Purchaser in the Preliminary Documents or the Recorded Documents) to consent to the transfer of any Contract or Intangible Personal Property that Purchaser elects to acquire at Closing, and paying any fee in connection therewith (each, a “Consent Fee”). Any such consent(s) shall provide that if the transaction contemplated by this Agreement is not consummated, the consent will not be effective. As of Closing, Purchaser will be deemed to have assumed all liability which arises as a result of the failure to obtain any such consent and shall indemnify and hold harmless Seller from any liability, Claims, actions, expenses, or damages incurred by Seller as a result of the failure to obtain such consent. Purchaser hereby agrees to indemnify, protect, defend and hold Seller harmless from and against all loss, liability, cost and expenses (including, but not limited to, reasonable attorneys’ fees) that Seller actually suffers or incurs as a result of the failure by Purchaser to pay any Consent Fee required to be paid by Purchaser. Notwithstanding the above, Purchaser agrees to cause any purchase option(s) insofar as they relate to the Property and set forth in any Recorded Documents in favor of Purchaser or any affiliate of Purchaser to be waived in a recordable document on or prior to the Closing Date. The provisions of this Section 3.4 shall survive the Closing.
Consents to Transfer. Purchaser shall be responsible for securing any consent from third parties who have the right to consent to the transfer of any Contract, Permit, Intangible Property and/or Lease and paying any fee in connection therewith. The consents shall provide that if the transaction contemplated by this Agreement is not consummated, the consent will not be effective. It is understood that a failure to obtain such consents is not a condition precedent to Purchaser’s obligation to close. Purchaser will assume all liability which arises as a result of failing to obtain any such consent and shall indemnify and hold harmless Seller from any liability, claims, actions, expenses, or damages incurred by Seller as a result of such failure, should Seller elect to waive the issuance of such consents as a precondition to Closing under Section 8.
Consents to Transfer. Pursuant to Section 10.1 of the LLC Agreement, each of the Sellers shall have received the affirmative vote or consent of a Majority Interest (as defined in the LLC Agreement) to the transfer of the Units in accordance with this Agreement (the “LLC Consents”).
Consents to Transfer. No Transfer Restrictions exist with respect to or otherwise apply to the assignment of, or transfer by AMP of possession of, any items of Additional Exchange Property to the Seller under the Agreement, or the subsequent sale or transfer of such items of Additional Exchange Property by the Seller pursuant to the terms of the Agreement.
Consents to Transfer. Hxxxxx hereby consents to (i) the Charter, (ii) the transfer of the Vessels to Assumptor, (iii) the assignment of the Charter to Assumptor and (iv) the assumption by Assumptor of all of the obligations of Borrower under the Loan Documents, subject to the terms and conditions set forth in this Agreement. Hxxxxx'x consent to the transfer of the Vessels to Assumptor is not intended to be and shall not be construed as a consent to any subsequent transfer or conveyance which requires the Hxxxxx'x consent pursuant to the terms of the Mortgage or the other Loan Documents. All Vessels will be transferred of record by January 31, 2000 and Assumptor shall, by said date, have taken all steps required by Hxxxxx to effect continuation of the Mortgage in Panama for all Vessels.
