Purchaser’s Consent Clause Samples

Purchaser’s Consent. Where the Vendor is required to seek the consent of the Purchaser to any of the matters set out in clause 7.1, then the Purchaser will use its best endeavours to provide a response to the Vendor within two working days of having first received such a request from the Vendor. Where the Purchaser has not responded to the Vendor within three working days, then the Purchaser will be deemed to have declined such consent. The Purchaser accepts no responsibility or liability whatsoever for or in relation to any consent given, declined or failed to be given by the Purchaser pursuant to this clause 7.2. The Vendor will have no action against the Purchaser in relation to any act, matter or thing arising from any consent given by the Purchaser, and the Vendor irrevocably waives any claim against the Purchaser for loss of opportunity or otherwise arising from the Purchaser’s refusal or failure to give its consent to any of the above matters.

Purchaser’s Consent. If, pursuant to any provision of this Section 11, Purchaser’s consent is required, such consent shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if no written response setting forth the reasons for the non-approval is received by Seller within five (5) Business Days of receipt by Purchaser of the request for consent.

Purchaser’s Consent. Any provision in this Agreement to the contrary notwithstanding, with the written consents of the holder(s) a majority of the Shares, the Company may be relieved from the effect of any default hereunder or from compliance with any covenant, agreement or undertaking contained herein or in any instrument executed and delivered as herein provided, except the provisions of the Certificate of Designations.

Purchaser’s Consent. In the event any Company desires to engage in any act, event or transaction requiring the consent of the Purchaser, such Company shall notify the Purchaser in writing of all information available to such Company or its Affiliates relating to such act, event or transaction, in sufficient detail to permit the Purchaser to evaluate whether to provide its consent. The Purchaser shall have twenty (20) Business Days from receipt of the written notice from such Company to determine whether to consent to such act, event or transaction. If the Purchaser fails to notify such Company in writing during the twenty (20) Business Day period that it is withholding its consent, then consent shall be deemed given by the Purchaser, and such Company shall be free to engage in such act, event or transaction without requiring any further action from the Purchaser. If the Purchaser provides written notice to such Company that it is withholding its consent to such act, event or transaction, then the representatives of the Purchaser and such Company shall meet and confer to seek to reach an amicable resolution to the matter. If, after twenty (20) Business Days following the receipt of the written notice from the Purchaser that it has not consented to such act, event or transaction, such Company and the Purchaser are unable to reach an amicable resolution, then such Company shall have the right to proceed with such act, event or transaction but only so long as, prior to consummating such act, event or transaction, all Obligations are paid, satisfied and discharged in full.

Purchaser’s Consent. If Seller gives written notice to Purchaser that Seller proposes to take any action for which Purchaser's consent is required under Section 6.3 and if Purchaser has not delivered to Seller a written objection to such proposed action within 10 business days of Seller's notice, then Purchaser will be deemed to have consented to such proposed action. Purchaser's consent to any such proposed action will not be unreasonably withheld.

Purchaser’s Consent. With respect to Section 15.1, the Purchaser hereby consents to (i) any actions, measures and transactions expressly required to be taken or performed pursuant to the provisions of this Agreement (including in preparation of the satisfaction of the Merger Clearance and the Closing Actions) and (ii) any actions, measures and transactions required to comply with applicable laws and orders of a competent governmental authority.

Purchaser’s Consent to New Contracts Affecting the Property; Termination of Existing Contracts. a. Seller shall not, after the Contract Date, enter into any Lease or contract, or any amendment thereof, or permit any Tenant to enter into any sublease, assignment or agreement pertaining to the Property, or waive any rights of Seller under any contract or Lease, without in each case obtaining Purchaser's prior written consent thereto, which consent in the case of any Lease shall include approval of the financial condition of the proposed tenant, the configuration of the space to be leased, and the terms of such Lease (including, without limitation, the rent and any concessions provided under such proposed Lease), and which consent shall not be unreasonably withheld by Purchaser. Seller shall be entitled, without the consent of Purchaser, to enter into, amend or otherwise deal with service contracts and similar agreements that are not Assumed Contracts in the ordinary course of business that are terminable on not more than thirty (30) days' prior notice and which shall not be binding on Purchaser after the Closing Date. Seller shall deliver to Purchaser, together with any request for approval of a new Lease, a copy of the proposed Lease, a description of the proposed Tenant and its proposed use of the premises and whatever financial information on the proposed Tenant Seller has received, as well as any additional information reasonably requested by Purchaser (including, without limitation, if applicable, an environmental questionnaire). Notwithstanding anything to the contrary provided in this Subparagraph 15(a), if Purchaser fails to respond in writing with respect to any such new Lease or other action requiring Purchaser's consent under this Subparagraph 15(a) within five (5) business days after Purchaser's receipt of such request and information, Purchaser shall be deemed to have approved such new Lease or other action. b. Seller shall terminate prior to the Closing, at no cost or expense to Purchaser, any and all management agreements, service contracts or similar agreements affecting the Property that are not Assumed Contracts. c. Seller shall not, after the Contract Date, create any new encumbrance or lien affecting the Property other than liens and encumbrances (i) that are reasonably capable of being discharged prior to the Closing and (ii) that in fact will be and are discharged prior to the Closing.

Purchaser’s Consent to New Contracts Affecting the Property; Termination of Existing Contracts. a. Seller shall not, after the Contract Date, enter into any Lease or contract, or any amendment thereof, or permit any Tenant to enter into any sublease, assignment or agreement pertaining to the Property, or waive any rights of Seller under any contract or Lease, without in each case obtaining Purchaser's prior written consent thereto, which consent in the case of any Lease shall include approval of the financial condition of the proposed tenant, the configuration of the space to be leased, and the terms of such Lease (including, without limitation, the rent and any concessions provided under such proposed Lease), and which consent shall not be unreasonably withheld by Purchaser. Seller shall be entitled, without the consent of Purchaser, to enter into, amend or

Purchaser’s Consent. If any Acquired Company gives written notice to Purchaser that such Acquired Company proposes to take any action for which Purchaser's