Consents, Waivers and Approvals. Except as set forth on Schedule 5.3, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Sellers in connection with the execution and delivery of this Agreement or the Seller Documents or the compliance by Sellers with any of the provisions hereof or thereof. Subject to Section 7.3 below, Sellers reasonably believe that all material consents and other authorizations of any kind whatsoever from any third parties which are or will be required to carry out the terms and conditions of this Agreement, have been, or will before Closing be, obtained by Sellers.
Consents, Waivers and Approvals. Prior to Closing, Seller will obtain all consents, waivers, approvals, and releases necessary for Seller to effect the transactions contemplated herein, free and clear of any and all liens. All such consents, waivers, releases and approvals will be in writing and in form and substance satisfactory to Buyer in its discretion as reasonably exercised by Buyer.
Consents, Waivers and Approvals. Each Illinova Company and Dynegy will use all reasonable efforts to obtain all consents, waivers or approvals necessary or advisable in connection with its obligations hereunder.
Consents, Waivers and Approvals. Stockholder hereby gives any ------------------------------- consents or waivers that are reasonably required for the consummation of the Merger or the transactions contemplated by the Merger Agreement under the terms of any agreement to which Stockholder is a party or pursuant to any rights Stockholder may have, including, without limitation, any rights to appraisal the Stockholder may have under the DGCL as a result of the Merger.
Consents, Waivers and Approvals. Seller, Purchaser and Parent will each ------------------------------- use best efforts to obtain prior to the Closing (a) the Lessor Documents from each lessor of any Acquired Business Leased Real Property and (b) all other material consents, waivers, approvals, and releases, and to make prior to the Closing all material filings (including Governmental Authorizations and filings with Governmental Bodies), in each case as necessary to effect the transactions contemplated hereby (provided, that Seller shall not be obligated to obtain any consents, waiver, approvals or releases from Customers). Seller, Purchaser and Parent will each use best efforts to cause NEC to enter into an agreement with Purchaser and Parent to continue Purchaser's right to use certain equipment at Seller's San Diego facility on substantially the same terms ad conditions as currently in effect. All such consents, waivers, releases, approvals and filings will be in writing and in form and substance reasonably satisfactory to the other Party.
Consents, Waivers and Approvals. Seller, Purchaser and Parent will each use best efforts to obtain prior to the Closing (a) the Lessor Documents from each lessor of any Acquired Business Leased Real Property and (b) all other material consents (including under the Section 22 Contracts), waivers, approvals, and releases, and to make prior to the Closing all material filings (including Governmental Authorizations and filings with Governmental Bodies), in each case as necessary to effect the transactions contemplated hereby (provided, that Seller shall not be obligated to obtain any consents, waivers, approvals or releases from Customers). Seller, Purchaser and Parent will each use best efforts to cause NEC to enter into an agreement with Purchaser and Parent to continue Purchaser's right to use certain equipment at Seller's San Diego facility on substantially the same terms and conditions as currently in effect. To the extent such agreement is not obtained, the Parties will act with respect to that portion of Seller's existing agreement with NEC relative to such equipment in a manner similar that contemplated by Section 9.11. All such consents, waivers, releases, approvals and filings will be in writing and in form and substance reasonably satisfactory to the other Party."
1.7 Sections 9.13 and 9.14 shall be deleted in their entirety and replaced with "Intentionally Omitted".
1.8 Section 10.12 shall be deleted and replaced in its entirety by the following:
Consents, Waivers and Approvals. Seller and Shareholder agree to use their best reasonable commercial efforts to obtain the waiver, consent and approval of all persons whose waiver, consent or approval (i) is required in order to consummate the transactions contemplated by this Agreement, or (ii) is required by any agreement, lease, instrument, arrangement, judgment, decree, order or license to which Seller or Shareholder is a party or subject on the Closing Date, and (a) which would prohibit, or require the waiver, consent or approval of any person to such transactions or (b) under which, without such waiver, consent or approval, such transactions would constitute an occurrence of default under the provisions thereof, result in the acceleration of any obligation thereunder, or give rise to a right of any party thereto to terminate its obligations thereunder. All written waivers, consents and final approvals shall be produced at Closing in form and content reasonably satisfactory to Purchaser. No consents are required except as set on Exhibit 2.8
Consents, Waivers and Approvals. Purchaser will have received a true and correct copy of each consent, waiver, approval, release or filing required to be obtained or made under Section 10.3, and each such consent, waiver, approval, release or filing shall be in full force and effect.
Consents, Waivers and Approvals. The execution and delivery of the Documents, the performance by Seller and its Affiliates of their respective obligations thereunder and the consummation of the transactions contemplated thereby, do not require Seller or any Affiliate of Seller to obtain any consent, waiver, approval or action of, or make any filing with or give notice to, any corporation, person or firm or any public, governmental or judicial authority except for: (i) those listed in Schedule 2.3 hereto, (ii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules and regulations promulgated thereunder (the "HSR Act"), and (iii) Form A filings with, notices to, or orders from the insurance regulatory departments of the State of South Carolina and such other jurisdictions as may be required by law.
Consents, Waivers and Approvals. The execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby do not require Buyer or any Affiliate of Buyer to obtain any consent, waiver, approval or action of, or make any filing with or give any notice to, any corporation, person or firm or any public, governmental or judicial authority except for: (i) those listed in Schedule 2.3 hereto, (ii) such filings as may be required under the HSR Act, and (iii) Form A filings with, notices to or orders from the insurance regulatory departments of the State of South Carolina and such other jurisdictions as may be required by law.
