Franchise Consents Not Obtained Sample Clauses

Franchise Consents Not Obtained. If, as of the Closing, any of the Franchise Consents have not been obtained, but the conditions set forth in Section 7.1(c) and 7.2(c) of this Agreement have been satisfied or waived, then the parties shall negotiate in good faith an agreement to provide for the operation by Seller or its Affiliates after the Closing until such Franchise Consents are obtained, for the benefit of Buyer, of that portion of the Systems serving the Franchise Areas in respect of which such Franchise Consents have not been obtained, including, without limitation, the establishment of a trust to hold the Franchises for which Consents have not been obtained or such other appropriate structure, on such terms as Buyer and Seller shall reasonably agree; provided, however, that Buyer and Seller acknowledge and agree that Seller shall have no obligation pursuant to this Section 6.19 to the extent that any such agreement, operation or structure would have an adverse effect on Seller or any portion of its business or operations or would result in Seller incurring any liability, obligation or expense which is not reimbursed by Buyer or the Systems.
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Franchise Consents Not Obtained. If any required approval or consent to the assignment of one or more Franchises is not obtained prior to the Termination Date and such Franchises cover five percent (5%) or more of all Basic Subscribers, then Buyer and Seller agree to negotiate in good faith for a period not to exceed 90 days from the Termination Date to enter into arrangements (reasonably acceptable to Seller, Buyer, the FCC and, to the extent required, other applicable Governmental Authorities) which would permit the Closing to occur hereunder within said 90 day period.
Franchise Consents Not Obtained. (a) If any PSD Consent to the change of control of one or more Franchises is not obtained prior to the Termination Date and such Franchises cover five percent (5%) or more of all Basic Subscribers, then CCI and PSD agree to negotiate in good faith for a period not to exceed 90 days from the Termination Date to enter into agreements (reasonably acceptable to PSD, CCI, the FCC and, to the extent required, other applicable Governmental Authorities) which would permit the Closing to occur hereunder within said 90 day period. (b) If any PSD Consent to the change of control of a Franchise is not obtained prior to the Termination Date and such Franchise covers less than five percent (5%) of all Basic Subscribers (the "Boulder City Consent"), then CCI and PSD agree to proceed to Closing in the absence of such Consent, in which event the Merger Consideration shall be reduced by an amount equal to (i) the quotient of (A) the Merger Consideration as otherwise determined in accordance with Section 2.2, divided by (B) the total number of Basic Subscribers of the Cable System, multiplied by (ii) the number of Basic Subscribers of the Cable System attributable to such Franchise, and such amount shall be paid by CCI, in cash and stock in the same manner as the Indemnity Escrow Deposit was funded pursuant to Section 2.7, into escrow with the Escrow Agent pursuant to an escrow agreement reasonably satisfactory to CCI, PSD and the Greenspun Shareholders. The Escrow Agent shall hold such amount in accordance with such escrow agreement for a period of 270 days, at which time CCI and the Greenspun Shareholders shall deliver a joint written notice to the Escrow Agent setting forth appropriate instructions as to distribution from escrow of such amount. CCI and the Greenspun Shareholders during such 270-day period shall use commercially reasonable efforts to obtain the Boulder City Consent. If such Boulder City Consent is not obtained prior to the end of such 270-day period, CCI and the Greenspun Shareholders shall direct the Escrow Agent to disburse the escrowed funds to CCI, and CCI and the Greenspun Shareholders shall be under no further obligation to seek such consent. If such Boulder City Consent is obtained prior to the end of such 270-day period, CCI and the Greenspun Shareholders shall direct the Escrow Agent to disburse the escrowed funds to the Greenspun Shareholders on behalf of the Greenspun Shareholders and the Minority Shareholders in accordance with the terms of suc...

Related to Franchise Consents Not Obtained

  • Consents Obtained All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • 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.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.2(c), the execution, delivery and performance by NBC of this Agreement and the ------ Implementing Agreements to which it is a party and the consummation by NBC of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the SNAP LLC Agreement; (ii) require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of SNAP under any of the terms, conditions or provisions of any contract or license to which SNAP is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to SNAP; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) The Partnership and Royale shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Matrix or the Royale Parties and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 6.08 shall require, or be construed to require, the Partnership or Royale or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Royale, the Partnership or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Partnership Material Adverse Effect or a Royale Material Adverse Effect, or which would materially and adversely impact the economic or business benefits to Parent, Royale, Matrix, the Partnership or their respective stockholders or partners, of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

  • 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.

  • 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.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

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