Deemed Consents Sample Clauses

Deemed Consents. In the event that a Member neither acts affirmatively nor negatively in the manner contemplated in Sections 14.9(a) or 14.9(b) with respect to any matter as to which its consent or approval is solicited, and such Member has not otherwise indicated in writing to the Managing Members its decision to withhold such consent or approval prior to the date established for the taking of the relevant action, then such Member shall be deemed to have consented to and approved the taking of such action.
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Deemed Consents. Notwithstanding anything in this Agreement to the contrary:
Deemed Consents. Section 4.3.1 - If Hazardous materials are discovered in violation of Environmental Laws on the Leased Property, Tenant will exercise all commercially reasonable efforts to cause Manager to take all actions and incur all expenses (which actions and expenses will be subject to Landlord's prior approval, except in Emergency Situations) as may be necessary or required by any Government Agency.
Deemed Consents. For all purposes of this Agreement (including all representations and warranties of Seller contained herein), Seller shall be deemed to have obtained the required consents in respect of the assignment of any Assigned Contract if, and to the extent that, pursuant to the Sale Order or other Order, Seller is authorized to assume and assign to Purchaser, and Purchaser is authorized to accept, such Assigned Contracts pursuant to Section 365 of the Bankruptcy Code.
Deemed Consents. Each of the Shareholders shall be deemed to have consented to any Transfer of Shares made in accordance with this Agreement and each covenants and agrees to waive any restriction on Transfer, to the extent permitted by applicable laws, contained in the Articles of the Corporation in order to give effect to such Transfers.
Deemed Consents. If Administrative Agent or any Lender re- quests any Lender’s consent to any matter requiring such Lender’s con- sent (in its capacity as a Lender) under this Agreement, such request may contain a statement substantially to this effect, in boldface and/or capital letters: “IF YOU DO NOT RESPOND TO THIS REQUEST FOR CONSENT WITHIN TEN BUSINESS DAYS OF RECEIPT, THEN YOUR CONSENT SHALL BE DEEMED GRANTED.” If a request for consent complies with this grammatical paragraph and the sender does not re- 113. B Lenders may want to negotiate that the Servicing Standard continues to apply in these circumstances. A Lenders would probably insist that in a meltdown, B Lenders must rely on exercising the B Option rather than theorizing about what the Servicing Standard really requires.
Deemed Consents. As part of the Sale Motion (or, as necessary in one or more separate motions), Seller shall request that by providing fourteen (14) days’ notice of its intent to assume and assign any Assigned Contract, the Bankruptcy Court shall deem any non-debtor party to such Assigned Contract that does not file an objection with the Bankruptcy Court during the applicable notice period to have given any required consent to the assumption of the Assigned Contract by Seller and assignment to Buyer if, and to the extent that, pursuant to the Sale Order or other order of the Bankruptcy Court, Seller is authorized to assume and assign the Assigned Contract to Buyer and Buyer is authorized to accept such Assigned Contract pursuant to Section 365 of the Bankruptcy Code.
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Deemed Consents. If the Manager gives notice to any Member concerning any matter required to be submitted for such Member’s consent or approval under the Act, the Certificate or this Agreement, together with the Manager’s recommendation as to such matter, each such Member whose consent or approval so required and who fails or refuses to register an objection thereto, through the delivery of notice to the Manager within thirty (30) days after receipt thereof, shall be conclusively presumed to have consented to and approved the recommendation of the Manager as to that matter as set forth in any such notice.
Deemed Consents. All consent required of Sublandlord shall be deemed --------------- given if Sublandlord fails to consent or expressly withhold consent within the required periods hereunder. If Master Landlord fails to consent or expressly to withhold consent within the required periods hereunder, Subtenant shall give Master Landlord a written notice, describing Master Landlord's failure with reasonable particularity and expressly and conspicuously providing that the stated consent will be deemed to have been given by Master Landlord unless Master Landlord gives the consent or expressly withholds the consent within two Business Days after Master Landlord's receipt of the notice. In that event, if Master Landlord does not consent or expressly withhold consent within two Business Days after Master Landlord's receipt of the notice, Master Landlord shall be deemed to have given the specified consent.

Related to Deemed Consents

  • 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:

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Filings and Consents Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect 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.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

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