Common use of Consents Under Agreements Clause in Contracts

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have have, a Company Material Adverse EffectEffect on the Company or is not reasonably likely to materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a partyparty that has not been provided to Parent on or prior to the date hereof, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely expected to have a Company Material Adverse EffectEffect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause).

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, except for those for consents or approvals which the failure to obtain such consent or approval would not, individually or in the aggregate, is not reasonably be likely to have -43- 50 a Company Material Adverse EffectEffect or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse EffectEffect or is not reasonably likely to prevent or to materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, party except those for which such consents or approvals the failure of which to obtain such consent or approval would not, individually or in the aggregate, not be reasonably be likely to have result in a material adverse effect on Parent and the Company Material Adverse Effect(together with all Subsidiaries of Parent and the Company) taken as a whole.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have have, a Company Material Adverse EffectEffect on the Company.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a party, party in connection with the transactions contemplated by this Agreement except those for which to the extent that the failure to obtain any such consent or approval would not, individually or in not materially effect the aggregate, reasonably be likely to have a Company Material Adverse Effectafter the consummation of the transactions contemplated hereby.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract (including any Material Contract) to which the Company or any of its Subsidiaries is a party, except those for which such consents or approvals, the failure of which to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to not have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notof approval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse EffectEffect or is not reasonably likely to prevent or to materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse EffectEffect or is not reasonably likely to materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement Transactions under any Contract agreement to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse EffectEffect on the Company or is not reasonably likely to materially adversely affect the ability of the Company to consummate the Transactions.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a partyparty in connection with the transactions contemplated by this Agreement, except those for (i) Material Contracts as to which the failure to obtain such consent or approval would notis unnecessary under Section 365 of the Bankruptcy Code or (ii) Material Contracts with a party that received actual, individually or written notice in the aggregate, reasonably be likely Cases and failed to have a Company Material Adverse Effectobject to the treatment of such contract thereunder prior to the Effective Date.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse EffectEffect on the Company, or a material adverse effect on the expected benefits of the Exchange to HomeCom.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have result in a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person (other than the Governmental Entities referred to in Section 7.1(b)) whose consent or approval shall be required in order to consummate connection with the transactions contemplated by this Agreement hereby under any Contract to which the Company indenture, mortgage, evidence of indebtedness, lease or any of its Subsidiaries is a partyother agreement or instrument, except those for which where the failure to obtain such consent or approval the same would notnot reasonably be expected, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect or Company Material Adverse EffectEffect (as the Surviving Corporation).

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a partyparty in connection with the transactions contemplated by this Agreement, except those for (i) Material Contracts as to which the failure to obtain such consent or approval would notis unnecessary under Section 365 of the Bankruptcy Code or (ii) Material Contracts with a party that received actual, individually or written notice in the aggregate, reasonably be likely Case and failed to have a Company Material Adverse Effectobject to the treatment of such contract thereunder prior to the Effective Date.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, would not be reasonably be likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a partyparty in connection with the transactions contemplated by this Agreement, except for those for which set forth in Section 5.1(d)(ii) of the Company Disclosure Letter and except where the failure to obtain such consent or approval would notapproval, individually or in the aggregate, would not reasonably be likely expected to have result in a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person listed on Schedule 7.2(c) of this Agreement and each person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or of approval would not, individually or in the aggregate, reasonably be likely to not have a Company Material Adverse EffectEffect on the Company or, after giving effect to the Merger, Parent.

Consents Under Agreements. The Company shall have obtained the any consent or approval of each any Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notobtain, which, individually or in the aggregate, would not reasonably be likely expected to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries is a partyparty in connection with the transactions contemplated by this Agreement, except those for which the failure (i) Material Contracts as to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.which

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be is required in order to consummate the transactions contemplated by this Agreement under any Material Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall will have obtained the consent or approval of each Person whose consent or approval shall will be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those to be obtained pursuant to Section 7.1(c), and those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect or, after giving effect to the Merger, a material adverse effect on Buyer.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, party except those for which such consents or approvals the failure of which to obtain such consent or approval would not, individually or in the aggregate, not be reasonably be likely to have result in a material adverse effect on Parent and the Company Material Adverse Effect.(together with all Subsidiaries of Parent and the Company) taken as a whole. 50

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.. -65- 72

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any Material Contract to which the Company is a party in order to consummate connection with the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a partyAgreement, except those for which the failure to obtain such consent or approval would notof approval, individually or in the aggregate, is not reasonably be likely to have result in a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person whose consent or approval shall be is required in order to consummate the transactions contemplated by this Agreement under any material Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.. -42- 48

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.Effect on the Company or a material adverse effect on the expected benefits of the Exchange to Technest;

Consents Under Agreements. The Company shall have obtained the consent consent, approval or approval other authorization of each Person that is not a Governmental Entity whose consent consent, approval or approval shall be authorization is required in order to consummate the Merger and the other transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a partyAgreement, except those for which the failure to obtain such consent or approval would could not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Debt Contract or Other Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person person that is not a Governmental Entity whose consent or approval shall be required in order to consummate connection with the transactions contemplated by this Agreement hereby under any Contract to which the Company loan or any of its Subsidiaries is a partycredit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for as to which the failure to obtain such consent or approval consents and approvals would not, in the reasonable opinion of Parent, individually or in the aggregate, reasonably be likely to have a Company Material Adverse EffectEffect on the Company or upon the consummation of the transactions contemplated in this Agreement.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate connection with the consummation of the transactions contemplated by this Agreement hereby under any Contract to which the Company or any of its Subsidiaries is a party, except those for which where the failure to obtain such consent consents or approval would notapprovals, individually or in the aggregate, does not have and is not reasonably be likely to have a Company Material Adverse EffectEffect or materially impair or delay the transactions contemplated hereby.

Consents Under Agreements. The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required in order to consummate the transactions contemplated by this Agreement under any Contract to which the Company or any of its Subsidiaries is a party, except those for which the failure to obtain such consent or approval would notapproval, individually or in the aggregate, is not reasonably be likely to have a Company Material Adverse Effect.Effect on the Company or a material adverse effect on the expected benefits of the Merger to Parent;