IP Consents Sample Clauses

IP Consents. Exult agrees that in each instance where a provision of the Prime Lease (as incorporated by reference herein) requires the consent or approval of Landlord, whether prior to Exult taking any action or otherwise, it shall be a condition precedent to the taking of such action or otherwise that the prior written consent or approval of both Landlord and IP shall have been obtained. Exult agrees that IP shall not have any duty or responsibility with respect to obtaining the consent or approval of Landlord when the same is required, other than (i) the transmission by IP to Landlord of Exult's request for such consent or approval and (ii) IP's cooperation with Exult to obtain such approval or consent provided that such cooperation does not require IP to incur any out-of-pocket expense or to make any material performance or undertaking. IP shall not be required to give any consent or approval provided for hereunder because Landlord has given consent or approval with respect to the same matter. Any consent or approval required to be given by IP under this Sublease shall not be unreasonably withheld, conditioned or delayed.
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IP Consents. Except as set forth on Schedule 5.10(b), the Company has all necessary Consents relating to Intellectual Property (including, without limitation, any click wrap or shrink wrap licenses relating to “off the shelf” software products) from third parties necessary to conduct the Business of the Company as currently conducted, each of which is listed on Schedule 5.10(b). True, correct and complete copies of such consents, approvals and licenses have been furnished to the Buyer.
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IP Consents. In the case of the Closing for the Simulator, Republic shall have received copies of the IP Consents, duly executed by the IP Parties, which shall be in full force and effect.
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Related to IP Consents

  • 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.

  • 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 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.

  • 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.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • 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.

  • Material Consents All material consents, approvals, permits of, authorizations from, notifications to and filings with any Governmental Authorities required to be made or obtained prior to the consummation of the Merger shall have been made or obtained.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • 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.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

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