Material Consents. Buyer shall have obtained all consents of third parties (relating to the assignment of Contracts) that are material to the consummation of the transactions contemplated in this Agreement (collectively, the “Material Consents”) as specified in Schedule 7.7. The Material Consents shall be in form and substance reasonably satisfactory to Buyer. Buyer shall cooperate in the assumption of the Contracts.
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.
Material Consents. From and after the Exercise Date until the earlier of Closing or the termination of this Agreement in accordance with its terms, and subject to the terms of this Agreement, the Parties hereby agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable and to cooperate with each other in connection with the foregoing; provided, for the avoidance of doubt, that Pabst’s election whether or not to deliver the Exercise Notice shall be made in Pabst’s sole discretion. Promptly following receipt of the Exercise Notice (or, if Pabst requests, promptly following the Closure Notice Delivery Date) until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Pabst shall use commercially reasonable efforts in an effort to obtain any Permits (including, without limitation, any TTB Licenses) and Contracts required in order for Pabst to be able to operate, manage and maintain the Brewery and the other Purchased Assets as operated, managed and maintained by Optionor in the ordinary course of business as of the Effective Date (such Permits and Contracts, the “Material Agreements and Permits”) and to cause all Governmental Entities and other third parties to deliver such consents as are needed for the transfer, assignment, novation or re-issuance of any Material Agreements and Permits (the “Material Consents”) (including, without limitation, the consent to Pabst’s assumption of the Water Supply Agreement). MillerCoors and Optionor agree, at no cost, to cooperate with Pabst’s effort to obtain the Material Consents, using their commercially reasonable efforts, which shall not include payment of any fees or costs by MillerCoors or any of its Affiliates. For the avoidance of doubt, the failure of any Governmental Entity or other third party to grant any consent contemplated herein shall not constitute a default by any Party, provided such Party used the requisite efforts and requisite cooperation and assistance to obtain such consent and without prejudice to Article 7 below. Pabst shall be solely responsible for any and all fees payable to Governmental Entities and any other parties to Material Agreements and Permits in connection with the transfer, assignment, novation or re-issuance of any Material Agreements and Permits. SC1:4886116.33
Material Consents. The Partnership, General Partner or Subscriber, as applicable, shall have received a duly executed copy of each consent or approval of any Person required for consummation of the transactions hereunder where the failure to obtain such consent or approval would reasonably be expected to result in a Material Adverse Effect, in each case, in form and substance reasonably satisfactory to the Subscriber, each of which shall be in full force and effect as of the Closing Date.
Material Consents. All consents, permits and approvals of Governmental Entities and other private third parties listed in Sections 2.4(c) and 2.4(d) of the Company Disclosure Letter shall have been obtained with no adverse conditions attached and no expense imposed on the Company.
Material Consents. Each Consent that is designated by Buyer and Seller on Schedule 3.3 as being a “required consent” shall have been obtained without any material adverse change in the terms or conditions of each License or Contract to which such Consent relates from those in effect on the date hereof.
Material Consents. Schedule 5.4 contains a list of (i) all Consents required in respect of Material Acquired Contracts, and (ii) all Consents required from Governmental Entities (collectively, the “Material Consents”).
Material Consents. The Sellers shall have received the Consents set forth in Section 5.2(g) of the Seller Disclosure Letter.
Material Consents. The Material Consents issued by Governmental Authorities shall have been obtained.
Material Consents. All consents required to be obtained from, and all declarations or filings required to be made with, any Governmental Entity or other Person in connection with the transactions contemplated hereby that are identified on Annex C must have been obtained.
