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 each Required Governmental Consent shall have been obtained. 6.9
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. 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. 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. Pursuant to Section 10.1 of the LLC Agreement, the Seller 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 Substituted Exchange Property to the Seller under the Agreement, or the subsequent sale or transfer of such items of Substituted Exchange Property by the Seller pursuant to the terms of the Agreement.
Consents to Transfer. For the purposes of the respective Operating Agreements for each of the LLC Purchasers, each of the Purchasers, by their execution hereof, consent to the transfer of the Series A Preferred Units and Series B Common Units as contemplated herein.
Consents to Transfer. The Contract is hereby amended to include the following as Section 4(k) of the Contract: Seller shall use commercially reasonable efforts (i) to obtain written consents from the Dallas Area Rapid Transit (“DART”) consenting to Seller’s assignment to Buyer of License Agreement No. 220434 for storm drainage and License Agreement No. 220540 for trail access (collectively, the “DART Consents”) following Closing, which may be in the same form as those attached hereto as Schedule 1 and (ii) at Seller’s expense, to transfer and procure any and all required consents related to the following warranties and guarantees relating to the Property: (x) Dow Corning Sealant Warranty #20037, (y) Sika Waterproofing Warranty, and (z) K Post Guarantee. Buyer covenants and agrees that Buyer shall reasonably cooperate in Seller’s efforts under this Section 4(k).
