Receipt of Approvals, Waivers and Consents Sample Clauses

Receipt of Approvals, Waivers and Consents. The Parties shall have obtained from each Governmental Entity all approvals, waivers and consents legally required in connection with the consummation of the transactions contemplated by this Agreement, and such approvals, waivers and consents, as applicable, shall be in full force and effect, and all filings with or notices to Governmental Entities, if any, that are required in connection with the consummation of such transactions shall have been made, other than those that, if not obtained, in force or effect or made (as the case may be), would not, either individually or in the aggregate, have a Material Adverse Effect on the Seller or any of its Affiliates.
Sample 1
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Receipt of Approvals, Waivers and Consents. The Parties shall have obtained from each Governmental Entity all approvals, waivers and consents legally required in connection with the consummation of the transactions contemplated by this Agreement and such approvals, waivers and consents, as applicable, shall be in full force and effect, and all filings with or notices to Governmental Entities and any other Person, if any, that are required in connection with the consummation of such transactions shall have been made, other than (except as provided in the following sentence) those that, if not obtained, in force or effect or made (as the case may be), would not, either individually or in the aggregate, have a Material Adverse Effect on OpenTV and its Subsidiaries, taken as a whole.
Sample 1
Receipt of Approvals, Waivers and Consents. The Parties and OpenTV shall have made all filings with and given all notices to, and obtained all approvals, waivers and consents from, each Governmental Entity identified on Schedule 5.4, and such approvals, waivers and consents, as applicable, shall be in full force and effect.
Sample 1
Receipt of Approvals, Waivers and Consents. The Parties shall have obtained from each Governmental Entity all approvals, waivers and consents, identified on Schedule 5.4 or otherwise legally required on the part of the Seller Parties, the Purchaser Parties, OpenTV or OpenTV Sub in connection with the consummation of the transactions contemplated by this Agreement other than those that, if not obtained, in force or effect or made (as the case may be), could not, either individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect or an OpenTV Material Adverse Effect. Such approvals, waivers and consents, as applicable, shall be in full force and effect, and all filings with or notices to Governmental Entities, if any, that are required on the part of the Seller Parties or the Purchaser Parties in connection with the consummation of such transactions shall have been made, other than those that, if not obtained, in force or effect or made (as the case may be), could not, either individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect or an OpenTV Material Adverse Effect.
Sample 1
Receipt of Approvals, Waivers and Consents. The Parties hereto shall have obtained from each Governmental Entity and any other Person all approvals, waivers and consents, identified on the Seller Disclosure Schedule or otherwise legally required in connection with the consummation of the transactions contemplated by this Agreement. Such approvals, waivers and consents, as applicable, shall be in full force and effect, and all filings with or notices to Governmental Entities and any other Person, if any, that are required in connection with the consummation of such transactions shall have been made, other than (except as provided in the following sentence) those that, if not obtained, in force or effect or made (as the case may be), would not, either individually or in the aggregate, have a Material Adverse Effect on the Purchasers or a Material Adverse Effect on OpenTV and its Subsidiaries taken as a whole.
Sample 1

Related to Receipt of Approvals, Waivers and Consents

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Amendments, Waivers and Consents Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

  • Consents; Waivers No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Consents and Waivers No consent or waiver expressed or implied by either Party in respect of any breach or default by the other in the performance by such other of its obligations hereunder shall:

  • Amendments; Waivers; Consents No modification, amendment or waiver of, or with respect to, any provision of this Agreement or the Related Documents, shall be effective unless it shall be in writing and signed by each of the parties hereto. This Agreement, the Related Documents and the documents referred to therein embody the entire agreement among the Seller, the Subservicer, the Purchaser and the Master Servicer, and supersede all prior agreements and understandings relating to the subject hereof, whether written or oral.

  • 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.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Consents, Waivers and Renewals The Guarantor agrees that a Party may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations owing to it, and may also make any agreement with the Company or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between such Party and the Company or any of such other party or person, without in any way impairing or affecting this Guarantee. The Guarantor agrees that a Party may resort to the Guarantor for payment of any of the Obligations, whether or not the Party shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.

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