Regarding Consents Sample Clauses

Regarding Consents. Except to the extent expressly provided herein, any and all consents to be made hereunder by the Administrative Agent, Required Lenders, or Lenders shall be in the discretion of the Party to whom consent rights are given hereunder.
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Regarding Consents. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Buyer of any Acquired Asset is prohibited by any applicable Law or would require any governmental or third-party authorizations, approvals, consents or waivers (other than authorizations, approvals, consents or waivers related to Third Party Intellectual Property, and other than required Regulatory Approvals and FCC Consents) (collectively, the "Third Party Consents") and such Third Party Consents shall not have been obtained prior to the Closing, this Agreement shall not constitute an agreement to assign same if any of the foregoing would constitute a breach thereof or be unlawful. If any Third Party Consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer's rights under the Acquired Asset in question so that Buyer would not acquire the benefit of all such rights, Seller, to the extent permitted by Law, shall act after the Closing as Buyer's agent in order to preserve and obtain for Buyer the benefits thereunder and shall cooperate, to the extent permitted by Law, with Buyer in any other commercially reasonable arrangement designed to provide such benefits to Buyer. For a period of ninety (90) days following the Closing, the parties shall use their commercially reasonable efforts, and shall cooperate with each other, to obtain promptly such Third Party Consents; provided, however, that should any Third Party Consent from any railroad be conditioned on the payment of any consideration therefor (the "Consent Fees") other than filing, recordation or similar fees payable to any Governmental Authority, which filing fees shall be shared equally by Seller and Buyer, Seller and Buyer agree to share on an equal basis any Consent Fee to the extent such Consent Fee is in an amount not greater than $300; and provided, further, that Seller's aggregate obligation to share in the payment of Consent Fees shall not exceed One Hundred Thousand Dollars ($100,000.00).
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Regarding Consents. 17 2.5 The Closing..................................................17 2.6 Deliveries and Proceedings at Closing........................17 2.6.1 Deliveries by Seller.................................18 2.6.2
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Regarding Consents. 34 26.06 Signage......................................34 26.07 Financial Statements......................34 26.08 Anti-Terrorism Representation..........34 26.09 Furniture.................................... 35 27. Entire Agreement. 27.01 Entire Agreement....................................36 BEDFORD STREET LLC 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 LEASE EXHIBITS PAGE Exhibit A: Legal Description 37 Exhibit B: Plan Showing Tenant's Space 38 Exhibit C: Memorandum of Work and Installations to be Initially Performed and Furnished in the Premises 40 Exhibit D: Services to be Provided by Landlord as Operating Expenses 41 Exhibit E: Rules and Regulations 43 Exhibit F: Tenant's Estoppel Certificate 45 Exhibit G: Agreement of Subordination Nondisturbance And Attornment 48 Exhibit H: Guaranty - Intentionally Omitted Exhibit I: Exhibit J: Certificate of Vote (If Applicable) 51 Parking52 Exhibit L/C Form of Letter of Credit 00 X XXXXXXX XXXXXX LLC 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 OFFICE LEASE STANDARD FORM THIS LEASE by and between BEDFORD STREET LLC a Massachusetts limited liability company ("Landlord") having a principal place of business at 000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000, and iSPECIMEN, INC., a duly organized and existing Delaware C corporation ("Tenant") having a principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 0-000, Xxxxxx, Xxxxxxxxxxxxx 00000. WITNESS ETH: ARTICLE 1 Reference Data and Definitions 1.01 Reference Data LANDLORD: LANDLORD'S REPRESENTATIVE: LANDLORD'S ADDRESS: (FOR PAYMENT OF RENT) LANDLORD'S ADDRESS (FOR NOTICE): Bedford Street LLC Xx. Xxxx X. Verreault Senior Vice President, Finance Bedford Street LLC Bedford Street LLC 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 Xx. Xxxxxxxxxxx X. Egan and Xx. Xxxx X. Verreault Bedford Street LLC 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 With a copy to: Xxxxxx Xxxxxxx, Esquire 000 Xxxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 LANDLORD'S PHONE NUMBER: 000-000-0000 LANDLORD'S FACSIMILE NUMBER: 000-000-0000 TENANT: TENANT'S ADDRESS (FOR NOTICE): iSpecimen, Inc. Xx. Xxxxxxxxxxx Xxxxxxx President iSpecimen, Inc. 000 Xxxxx Xxxxxx, Xxxxx 0-000 Xxxxxx, XX 00000 Telephone: 000-000-0000 X 000 Facsimile: 000-000-0000 Mobile: 000-000-0000 With a copy to: Email: None xxxxxxxx@xxxxxxxxx.xxx TENANT'S REPRESENTATNE: TENANT'S PHONE NUMBER: TENANT'S FACSIMJLE NUMBER: PREMISES: RENTABLE...
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Regarding Consents. Chase represents and warrants to Buyer that as of the date of this Agreement the following environmental representations and warranties are true to the best of Seller's knowledge:
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Regarding Consents. 17 2.5 The Closing .............................................................................. 17 2.6 Deliveries and Proceedings at Closing .................................................... 18 2.6.1
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Related to Regarding Consents

  • 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.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • No Conflict; Consents Except as set forth in Disclosure Schedule 4.3: (a) the execution, delivery and performance of this Agreement by the Partnership Parties does not, and the execution, delivery and performance by the Partnership Parties of any of the Partnership Ancillary Documents will not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of limited partnership, certificate of formation, limited liability company agreement, agreement of limited partnership or other equivalent governing instruments of any Partnership Party; (ii) conflict with or violate any provision of any Law applicable to any Partnership Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, Permit, lease, joint venture or other agreement or instrument to which any of the Partnership Parties is a party or by which either of them is bound or to which any of their property is subject; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of the Partnership Parties’ assets, except in the case of clauses (ii), (iii) or (iv), for those items which, individually or in the aggregate, would not have (or be reasonably expected to have) a Partnership Material Adverse Effect; and (b) no consent, approval, license, Permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by the Partnership Parties in connection with the execution, delivery, and performance of this Agreement and the Partnership Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those that individually or in the aggregate, would not have a Partnership Material Adverse Effect (including such consents, approvals, orders or Permits that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business consistent with past practices following the Closing).

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • 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.

  • Regulatory Consents The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • No Conflicts; Consents (a) The execution and delivery by the Company of this Agreement do not, and the consummation of the Merger and the other Transactions contemplated by this Agreement and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to loss of a material asset (including material intellectual property asset) or benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Company Subsidiary, (ii) any contract, lease, license, loan, credit agreement, indenture, note, bond, mortgage, deed of trust, agreement, Company Permit (as defined in Section 3.16), obligation, concession, franchise or other instrument (collectively, “Contracts”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any writ, judgment, order, award, consent decree, waiver, stipulation, subpoena, citation, notice, summons, restraining order, injunction, stay, ruling or decree (collectively, “Judgments”), or statute, law (including common law), ordinance, rule (including any New York Stock Exchange or other stock exchange rule or listing requirement) or regulation (collectively, “Laws”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any government or any court of competent jurisdiction, tribunal, judicial body, arbitrator, stock exchange, administrative or regulatory agency, self-regulatory organization, commission or other governmental or quasi-governmental authority or instrumentality, in each case, whether local, state or Federal, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions contemplated by this Agreement, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) relicensures that may be required following the Effective Time pursuant to applicable state or Federal Law, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy or information statement relating to the approval of the Merger by the Company’s stockholders (the “Proxy Statement”) and a Schedule 13E-3 relating to the Merger (the “Schedule 13E-3”), (iv) the filing of the Merger Filing with the Secretary of State of the State of California and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such filings as may be required in connection with the taxes described in Section 6.08, and (vi) such other items (A) required solely by reason of the participation of Parent (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.

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