Non-Governmental Consents and Approvals. No consent, approval or authorization of any other Person is required with respect to the execution, delivery and performance of this Agreement by the Seller or the transactions contemplated hereby, except for such consents, approvals and authorizations that would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Seller.
Non-Governmental Consents and Approvals. Legacy shall use commercially reasonable efforts to obtain all consents and approvals from third parties necessary or advisable in connection with the transactions contemplated by this Agreement. Legacy will cooperate in all commercially reasonable respects with Prosperity to obtain all such approvals and consents required of Prosperity.
Non-Governmental Consents and Approvals. GBNK shall use commercially reasonable efforts to obtain all consents and approvals from third parties necessary or advisable in connection with the transactions contemplated by this Agreement. GBNK will cooperate in all commercially reasonable respects with IBG to obtain all such approvals and consents required of IBG. Without limiting the foregoing, as soon as reasonably practicable after the date hereof, GBNK shall cause each of its Subsidiaries that is an Advisory Entity to inform their investment advisory clients of the transactions contemplated by this Agreement and request each such client’s written consent to the deemed assignment of its management contract resulting from the change in ownership of GBNK and the relevant Advisory Entity resulting from the transactions contemplated by this Agreement and use all reasonable efforts to obtain such consent on or before the Effective Time. While GBNK shall request affirmative written consents from each Advisory Entity’s clients to such deemed assignment, a negative consent will constitute valid consent to the extent permitted by applicable Law and the applicable management contract if (i) a negative consent is not expressly prohibited by the management contract (for purposes of this Agreement, it is assumed that, unless an agreement expressly requires written consent to an “assignment” as defined under the Investment Advisers Act or a change in control, then such “negative consent” or “silence” is permissible hereunder and thereunder), (ii) a notice describing the change in control and the negative consent in a form reasonably acceptable to IBG and GBNK is sent to each client, and (iii) sixty (60) days elapse from the date that notice is received at the client’s office during which period the client continues to have its account managed by the applicable Advisory Entity and does not notify the applicable Advisory Entity that it is withholding its consent and such client shall not have otherwise provided a notice of termination of the relevant management contract that provides for the termination to be effective as of or prior to the Closing Date.
Non-Governmental Consents and Approvals. Westbound shall use commercially reasonable efforts to obtain all consents and approvals from third parties listed on Schedule 3.04 of the Disclosure Schedules. Westbound will cooperate in all commercially reasonable respects with Guaranty to obtain all such approvals and consents required of Guaranty.
Non-Governmental Consents and Approvals. IBI shall use commercially reasonable efforts to obtain all consents and approvals from third parties listed on Confidential Schedule 3.05. IBI will cooperate in all commercially reasonable respects with IBG to obtain all such approvals and consents required of IBG.
Non-Governmental Consents and Approvals. CBI shall use commercially reasonable efforts to obtain all consents and approvals from third parties listed on Confidential Schedule 3.05. CBI will cooperate in all commercially reasonable respects with IBG to obtain all such approvals and consents required of IBG.
Non-Governmental Consents and Approvals. BOHI xxxll use commercially reasonable efforts to obtain all consents and approvals from third parties listed on Confidential Schedule 3.05. BOHI xxxl cooperate in all commercially reasonable respects with IBG to obtain all such approvals and consents required of IBG.
Non-Governmental Consents and Approvals. The consents and other approvals, listed on Section 9.1(d) of the PRB Disclosure Schedule, of non-governmental Persons to the consummation of the Merger (each, a “Third Party Consent”), shall have been obtained without the imposition, as of or following the Effective Time, of any Burdensome Conditions on PRB, FFI or FFB that were not in existence prior to the time any such consents or approvals were sought.
Non-Governmental Consents and Approvals. Target shall use commercially reasonable efforts to obtain all consents and approvals from third parties listed on Confidential Schedule 3.04 of the Target Disclosure Schedules. Target will cooperate in all commercially reasonable respects with Buyer to obtain all such approvals and consents required of Buyer.
Non-Governmental Consents and Approvals. The consents and other approvals, listed on Schedule 9.1(d) hereto, of non-governmental third Parties to the consummation of the Merger shall have been obtained.
