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. (a) To the extent that either Seller’s rights under any contract, lease, agreement, Authorization (defined in Section 2.1.2(b)) or other Asset to be assigned to Buyer hereunder may not be assigned without the consent of any Person which has not been obtained as of the Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be void or unlawful, and if the Closing takes place the relevant Seller, at its expense, shall use commercially reasonable efforts to obtain any such required consent(s) as promptly as possible after the Closing, whereupon such Assets shall be assigned or otherwise transferred in accordance with such consent. If any consent shall not be obtained (or until such time as it is obtained) or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Asset in question so that Buyer would not in effect acquire the benefit of all such rights, the relevant Seller, to the maximum extent practicable under the circumstances, shall act after the Closing as Buyer’s agent in order to preserve and obtain for it the benefits thereunder, at Buyer’s expense, and shall cooperate, to the maximum extent practicable under the circumstances, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer, at Buyer’s expense.
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Regarding Consents. 2.12 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. 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. 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.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • No Conflict; Consents Except as set forth on Disclosure Schedule 3.3:

  • 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 All material consents, approvals, permits of, authorizations from, notifications to and filings with any Governmental Authorities required to be made or obtained prior to the consummation of the Merger shall have been made or obtained.

  • 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.

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