Failed Consents Sample Clauses

Failed Consents. If prior to the first anniversary of the Closing Date, neither Seller nor Buyer has received any written objection from a lessor or sublessor (a "Landlord) under a lease or other Contractual Obligation for any Seller Store indicating that a consent or other approval (a "Consent) of such Landlord is required under such lease or other Contractual Obligation in connection with the transactions contemplated hereby, a Consent shall be deemed to have been delivered with respect to such lease or other Contractual Obligation (a "Delivered Lease). If prior thereto either Seller or Buyer has received any such written objection from a Landlord, the related lease or other Contractual Obligation shall not be considered a Delivered Lease until (a) two (2) years have elapsed from the Closing Date without the commencement of legal proceedings by such Landlord against Seller, Buyer, the Company or any of its Subsidiaries or (b) such Landlord irrevocably withdraws its objections in writing or legal proceedings having been commenced within two years after the Closing Date are discontinued with prejudice or otherwise finally resolved against such Landlord without further right of appeal on the part of such Landlord. If legal proceedings are commenced against Seller, Buyer, the Company or any Subsidiary regarding any such Consent more than two (2) years after the Closing Date, Buyer shall be responsible for defending such action at Buyer's sole cost and expense. If at any time prior to or subsequent to the Closing, Buyer or any of its Subsidiaries shall be required by court order, judgment or other proceeding, or any settlement of any such proceeding, to cease to operate or to vacate any Affected Store (other than a Store covered by a Delivered Lease) designated as a "Seller Store on the Store Schedule (an "Eviction), or shall reasonably agree to an increase in the rent (including, without limitation, rent retroactive to the Closing) (a "Rent Increase) for any Affected Store (other than a Store covered by a Delivered Lease) designated as a Seller Store on the Store Schedule, in either case as the result of any alleged breach or default under, or lessor's or sublessor's right of termination under, the lease or other Contractual Obligation applicable to such store primarily as a result of the transactions contemplated hereby, the parties agree as follows:
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Failed Consents. 51 6.19. No Solicitation or Employment........................................53 6.20. Manchester, CT and Staten Island, NY Stores; Etc.....................▇▇
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Related to Failed 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: (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.

  • Required Consents and Approvals The Administrative Agent shall be satisfied that (i) all required consents and approvals have been obtained with respect to the transactions contemplated hereby from all Governmental Authorities with jurisdiction over the business and activities of any Borrower or Parent and from any other entity whose consent or approval the Administrative Agent in its reasonable discretion deems necessary to the transactions contemplated hereby, and (ii) all such consents and approvals remain in full force and effect.

  • 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.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the directors and stockholders of the Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken. (b) All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and the Company will have received copies thereof.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.