Obligation to obtain Telecommunications Licence Consents Sample Clauses

Obligation to obtain Telecommunications Licence Consents. 4.2.1 Neither this Agreement or any other Transaction Document or any Transfer Document shall be construed as a transfer or an attempted transfer of any Telecommunications Licence which is not assignable or transferable without a Telecommunications Licence Consent, as applicable. 4.2.2 The Seller and the Purchaser shall, or shall procure that any other relevant member of the Seller’s Group and the Purchaser’s Group, respectively, shall, cooperate with each other to coordinate their efforts to adopt a joint approach in respect of the Telecommunications Licence Consents, and shall, between the date of this Agreement and Closing: (i) each use reasonable endeavours to obtain all Telecommunications Licence Consents as soon as possible and pursuant to the relevant part of the Steps Plan; and (ii) on a regular and timely basis (and at least fortnightly), keep each other informed of progress in obtaining such Telecommunications Licence Consents, as required, provided that such obligations shall apply only in relation to the transfer of the Telecommunications Licences which are held by a Group Company or other relevant member of the Seller’s Group as at the date of this Agreement in the manner in and on the terms on which they are currently held. 4.2.3 Subject to paragraph 4.2.4, each of the parties shall, or shall procure that the relevant member of its respective Group shall, deliver to the other party, on or prior to Closing, reasonably sufficient evidence of any Telecommunications Licence Consent. 4.2.4 If: (i) a Governmental Authority is required by applicable laws or regulations (including any applicable guidelines or rules in respect of a Telecommunications Licence) to respond to an application for a Telecommunications Licence Consent within a specified period ending on or before Closing, or as the case may be, the Hold-back Long Stop Date; and (ii) such Governmental Authority does not respond to an application by the Seller for such Telecommunications Licence Consent within such specified period, then the relevant Telecommunications Licence Consent shall be deemed granted and neither party shall be obliged to provide evidence of such Telecommunications Licence Consent, provided that each of the parties has used reasonable endeavours to procure a response from the relevant Governmental Authority subsequent to the submission of the original application for a Telecommunications Licence Consent. 4.2.5 The Purchaser shall, or shall procure that any other relevan...
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Related to Obligation to obtain Telecommunications Licence Consents

  • LICENCES AND CONSENTS 5.1 The Company has all necessary licences, consents, permits and authorities necessary to carry on its business in the places and in the manner in which its business is now carried on, all of which are valid and subsisting. 5.2 There is no reason why any of those licences, consents, permits and authorities should be suspended, cancelled, revoked or not renewed on the same terms.

  • 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.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Disclosure Schedule.

  • 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 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.

  • Governmental and Third Party Approvals The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such 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.

  • 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 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.

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