Contracts Requiring Consents Sample Clauses

Contracts Requiring Consents. Where a consent, approval or waiver of a third party required to assign to the Purchaser any Asset has not been obtained prior to Closing, such Asset will be held by the Vendor following the Closing Date, in trust for the benefit and exclusive use of the Purchaser. Each Party will continue to use all commercially reasonable efforts and cooperate with one another to obtain the required consent, approval or waiver and will only make use of such Assets in accordance with the directions of the Purchaser.
Sample 1
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Contracts Requiring Consents. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Material Agreements, Leases and Lands, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a “Non-Assigned Agreement”), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser and Seller shall cooperate in enforcing, at Purchaser’s sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement. Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Non-Assigned Agreements and related property to the extent such Claims did not arise from Seller’s negligence or misconduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing, including any amounts payable as interest in respect thereof.
Sample 1
Contracts Requiring Consents. If Seller and Buyer should be unable to ---------------------------- obtain any consent required for the transfer of any Contract, surface lease, right of way, easement or other document to be assigned to Buyer, if Buyer so elects, the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits thereof until or unless such consent is received or said Contract is terminated.
Sample 1
Contracts Requiring Consents. None of the Related Agreements contains any right of first refusal. If Seller and Purchaser should be unable to obtain any consent required for the transfer of any of the Related Agreements, Surface Leases, other leases of Real Property and Rights-of-Way (each such agreement, grant or lease, a "Non-Assigned Agreement"), such Non-Assigned Agreements shall be held by Seller for the benefit of Purchaser after Closing for its term such that (a) Seller shall provide Purchaser with the economic benefits thereof until or unless such consent is received (b) Purchaser shall be entitled to enforce at its sole cost and expense, any and all rights of Seller against a third party with respect to such Non-Assigned Agreement, provided that Seller hereby constitutes and appoints, effective as of the Closing Date, Purchaser and its successors and assigns as the true and lawful attorney of Seller with full power of substitution in the name of Purchaser, or in the name of Seller but for the benefit of Purchaser, to institute and prosecute all proceedings which Purchaser may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Non-Assigned Agreements or take other actions reasonably necessary to obtain the benefits of such Non-Assigned Agreements, and to defend or compromise any and all actions, suits or proceedings in respect of such Non-Assigned Agreements and (c) Purchaser shall fully indemnify, defend and hold harmless Seller from all Claims with respect to the Nonassigned Agreements and related property to the extent such Claims did not arise from Seller’s improper conduct. Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
Sample 1
Contracts Requiring Consents. If Seller and Buyer should be unable to obtain any consent required for the transfer of the Subject Interests in any Contract, Buyer's proportionate share of the Contract shall be held by Seller for the benefit of Buyer after Closing for its term and Seller shall provide Buyer with the economic benefits of such proportionate share of such Contract until or unless such consent is received or said Contract is terminated.
Sample 1

Related to Contracts Requiring Consents

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • All Consents Required All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

  • Continuing Contracts A. A continuing contract is a contract that remains in effect until the teacher resigns, retires, or until it is terminated or suspended. B. A continuing contract shall be granted only to teachers who have provided notice of their eligibility, by submitting the Continuing Contract Request Form to Human Resources, by the 15th day of September of the year the teacher becomes eligible (the parties agree that “the year the teacher becomes eligible” means this is the third or seventh year depending upon when the initial educator license was issued) for a continuing contract and who have met one of the following criteria: 1. The teacher holds a professional, permanent, or life teacher’s certificate; 2. The teacher meets the following conditions: a. The teacher was initially issued a teacher’s certificate or educator license prior to January 1, 2011. b. The teacher holds a professional educator license issued under O.R.C 3319.22 or 3319.222 or former O.R.C. 3319.22 or a senior professional educator license or lead professional educator license issued under O.R.C. 3319.22. c. The teacher has completed the applicable one of the following: i. If the teacher did not hold a master’s degree at the time of initially receiving a teacher’s certificate under former O.R.C 3319.22 or an educator license, thirty (30) semester hours of coursework in the area of licensure or in an area related to the teaching field since the initial issuance of such certificate or license, as specified in rules which the state board of education shall adopt; ii. If the teacher held a master’s degree at the time of initially receiving a teacher’s certificate under former O.R.C. 3319.22 or an educator license, six (6) semester hours of graduate coursework in the area of licensure or in an area related to the teaching field since the initial issuance of such certificate or license, as specified in rules which the state board shall adopt. 3. The teacher meets the following conditions: a. The teacher never held a teacher’s certificate and was initially issued an educator license on or after January 1, 2011. b. The teacher holds a professional educator license, senior professional educator license, or lead professional educator license issued under O.R.C. 3319.22. c. The teacher has held an educator license for at least seven (7) years. d. The teacher has completed the applicable one of the following: i. If the teacher did not hold a master’s degree at the time of initially receiving an educator license, thirty (30) semester hours of coursework in the area of licensure or in an area related to the teaching field since the initial issuance of that license, as specified in rules which the state board shall adopt; ii. If the teacher held a master’s degree at the time of initially receiving an educator license, six (6) semester hours of graduate coursework in the area of licensure or in an area related to the teaching field since the initial issuance of that license, as specified in rules which the state board shall adopt. C. Nothing in this section shall be construed to void or otherwise affect a continuing contract entered into prior to October 1, 2012.

  • Consents Required A complete list of all agreements wherein consent to the transaction herein contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or subsequent to closing, or where consent to an acquisition, consolidation, or sale of all or substantially all of the assets is required to avoid a default thereunder. (Schedule F.)

  • Material Consents Buyer shall have obtained all consents of third parties that are material to the consummation of the transactions contemplated in this Agreement (collectively, the “Material Consents”) as specified in Schedule 7.7. The Material Consents shall be in form and substance reasonably satisfactory to Buyer. Buyer shall cooperate in the assumption of the Contracts.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • No Conflict; Required Consents Except for the Required Consents, all ------------------------------ of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

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