PROPERTY CONSENTS Sample Clauses

PROPERTY CONSENTS. 3.1 This paragraph applies to those Business Properties and Leased Properties in relation to which a Property Consent is required and if such Property Consent remains to be obtained as at the Completion Date this paragraph shall continue to apply until the relevant Property Consent shall have been obtained or until this agreement shall cease to apply to such Business Properties and Leased Properties in accordance with the terms of this agreement. 3.2 The Seller shall use all reasonable endeavours to obtain the Property Consents, and in respect of the Business Properties where the landlord lawfully requires, the Seller will procure that the Property Owner will enter into an authorised guarantee agreement in a form which is in accordance with the relevant lease. The Purchaser shall provide a direct covenant to any landlord relating to the observance and performance of the terms of the relevant lease in such form as the relevant landlord is entitled to require. [Note: Ericsson to confirm which entity will enter into the authorised guarantee agreement] 3.3 The Purchaser shall supply all references and other evidence and information reasonably required by any landlord in order to obtain the Property Consents and shall give or procure is given any guarantees or lodge any monies by way of deposit as the relevant landlord may lawfully require under the relevant lease. 3.4 In respect of the Leased Properties, the Purchaser shall covenant directly with any superior landlord that the Purchaser will pay the rent reserved by the proposed Underlease and observe and perform the other covenants on the lessee’s part contained in the proposed Underlease. 3.5 The Seller shall pay the professional and other fees of any landlord incurred in connection with all applications for the Property Consents, but will be under no obligation itself to give or procure the giving of any guarantees (other than an authorised guarantee agreement as referred to in paragraph 3.2), lodge any monies by way of deposit or pay or expend any monies nor to issue proceedings to obtain such Property Consent unless indemnified by the Purchaser against the costs of conducting the same.
Sample 1
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PROPERTY CONSENTS. (A) This paragraph and paragraph 5 apply to those Business Properties in relation to which a Property Consent is required for the transfer or assignment to the Purchaser and remains to be obtained as at the Completion Date (including any Business Property held in whole or in part under a lease containing an absolute prohibition on assignment). (B) The relevant Business Seller shall use its reasonable endeavours at its own expense to obtain the Property Consents. The Purchaser shall provide to any landlord lawfully requiring the same a direct covenant by the Purchaser with the landlord to observe and perform the terms of the relevant lease together with a sufficient reasonable guarantee or other reasonable security for such obligation on such terms and in such form as the relevant landlord is lawfully entitled to require. (C) The Purchaser shall supply all references and other evidence and information reasonably and lawfully required by any landlord or any other third party in order to obtain the Property Consents. (D) The relevant Business Seller shall pay the professional fees of any landlord and its advisers incurred in connection with all applications for the Property Consents. (E) If any Property Consent shall not have been obtained by nine months after Completion the relevant Business Seller shall in relation to each Business Property so affected: (i) at its own expense make and diligently pursue an application to a Court of competent jurisdiction for a declaration that the Property Consent is being withheld unreasonably (where the relevant landlord is not entitled to withhold consent in such a manner) and if necessary pursue an appeal on a decision that consent is not being withheld unreasonably unless either the Business Seller and the Purchaser agree that such an application or appeal as applicable has no realistic prospect of success or the Business Seller obtains advice from leading counsel to the same effect; and (ii) at its own expense apply to the relevant landlord for a Property Approval to an underlease to the Purchaser for a term equal to the residue of the term of the relevant lease (less three days) and otherwise on the same terms of such lease. 167 167
Sample 1

Related to PROPERTY CONSENTS

  • 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.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • 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: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • 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 Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • 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 Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Material Consents Buyer shall have obtained all consents of third parties 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.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

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