Licenses/Consents Sample Clauses

Licenses/Consents. Seller has given all notices and obtained all licenses, permits, approvals, authorizations and consents required by federal, state or local laws, ordinances, codes, orders, rules or regulations for the lawful construction, use, operation and/or maintenance and for the conduct of the Business. All of such licenses, permits, approvals and authorizations may be applied for and obtained by Buyer on or after the date hereof without any requirement to cease or suspend any aspect of the Business and without incurring any Liability while the applications are pending. Seller shall cooperate fully with Buyer in connection with any such applications made after the Closing Date. Exhibit 3.1.8 accurately lists all licenses, permits, approvals and authorizations held or obtained by Seller in connection with the conduct of the Business and no other licenses, permits or approvals are necessary to conduct the Business. No consent, approval or authorization of, or filing, declaration or registration with, any governmental or regulatory authority or other third person is required to be made or obtained by Seller in connection with the execution and delivery of this Agreement or the performance by Seller of its obligations hereunder.
Sample 1
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Licenses/Consents. As of the date hereof, except as would not, individually and in the aggregate, reasonably be expected to have or result in a Sky Brasil Material Adverse Effect, (i) each member of the Sky Brasil Group is in compliance with the terms of all Consents from any and all Governmental Authorities that are used or held for use in connection with, or are necessary for the ownership, operation or conduct of, or otherwise material to, Sky’s Brasil’s business and operations as currently conducted in the ordinary course of business (the “Sky Brasil Licenses”) and (ii) none of the Sky Parties or any member of the Sky Brasil Group has any Knowledge of any revocation, cancellation, suspension, modification or nonrenewal of any such Sky Brasil License (including as a result of the execution, delivery and performance of this Combination Agreement and the Ancillary Closing Agreements by the Sky Parties and their Relevant Affiliates, and the consummation of the transactions contemplated hereby and thereby).
Sample 1
Licenses/Consents. As of the date hereof, except as would not, individually and in the aggregate, reasonably be expected to have or result in a DTV Brasil Material Adverse Effect, (i) each member of the DTV Brasil Group is in compliance with the terms of all Consents from any and all Governmental Authorities that are used or held for use in connection with, or are necessary for the ownership, operation or conduct of, or otherwise material to, the DTV Brasil Business (collectively, the “DTV Brasil Licenses”) and (ii) none of the DTV Parties or any member of the DTV Brasil Group has any Knowledge of any revocation, cancellation, suspension or modification or nonrenewal of any such DTV Brasil License (including as a result of the execution, delivery and performance of this Combination Agreement and the Ancillary Closing Agreements by the DTV Parties and their Relevant Affiliates, and the consummation of the transactions contemplated hereby and thereby).
Sample 1
Licenses/Consents. 40 4.04 Confidentiality, Press Release................................ 40 4.05 No Solicitation of Offers, Etc................................ 41 4.06
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Licenses/Consents. (a) Each of the Company, the Subsidiaries and the Principal Stockholders shall use their best efforts in good faith to obtain any Licenses that are necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, and will cooperate fully with the other parties in promptly seeking to obtain all such Licenses, provided that a failure to secure any such License which is not material to the Business shall not be a breach of the obligations contained in this Section 4.03(a).
Sample 1
Licenses/Consents. Borrower has obtained and holds in full force and effect all filings, registrations, franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of its businesses as presently conducted or proposed to be conducted and the failure of which to maintain could reasonably be expected to result in a Material Adverse Change. No consent or approval, authorization or order of, or registration or filing with, or giving of notice to, or obtaining of any license, certificate or permit from, or taking any other action with respect to any third party is required to be obtained or provided in connection with (i) the due execution, delivery and performance of any Loan Document or the consummation of any of the transactions contemplated hereunder, (ii) the legality, validity, binding effect or enforceability of any Loan Document on Borrower and the exercise by Bank of its rights and remedies thereunder, (iii) the grant of any liens or security interests by Borrower to Bank and the validity, perfection and priority of such liens or security interests, or (v) the conduct by Borrower or any of its affiliates of any of their business as proposed to be conducted.
Sample 1
Licenses/Consents. The Company shall have acquired, prior to each Closing, all material consents, permits, franchises, licenses, concessions, rights, authorizations and approvals of Governmental Authorities and other persons or entities required in connection with the operation of its business as now being conducted, all of which are in full force and effect, not subject to any default and no
Sample 1
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Licenses/Consents. 6.1 Applications to be made by QICT QICT shall at its sole cost and expense make or cause to be made all applications (whether initial or renewal applications) for the Consents in Prescribed Form and with Prescribed Fee to the Relevant Authorities and shall diligently pursue all such applications with a view to obtaining the relevant Consents as expeditiously as is practicable and shall use reasonable endeavors to maintain in effect all Consents received to enable QICT to perform its obligations under this Agreement.
Sample 1

Related to Licenses/Consents

  • Corporate Power Licenses Consents i. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package and the Prospectus.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (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 Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries 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 Xoom, Xenon 2 or any of their respective Subsidiaries; 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, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • 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.

  • 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.

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • 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.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

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