Releases and Consents Sample Clauses

Releases and Consents. Licensee shall be solely responsible for obtaining valid and enforceable releases, consents, or authorizations necessary or desirable for the Event, including, without limitation, releases or permissions to use images of persons or things included in any photography, filing, or video shoots. Licensee shall defend, indemnify and hold harmless University and its regents, employees, agents and contractors from and against any claims, suits or causes of action of any type arising out of the failure to secure such releases, consents or authorizations.
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Releases and Consents. (a) So long as the Discharge of Senior Obligations has not occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, if the Designated Senior Representative releases a Lien on all or any portion of the Shared Collateral in connection with (i) any sale, transfer or other disposition of any Shared Collateral by any Grantor (other than in connection with any enforcement or exercise of rights or remedies with respect to the Shared Collateral, which shall be governed by clause (ii)) permitted under the terms of the Senior Debt Documents or otherwise consented to by the Controlling Senior Secured Parties in accordance with the Senior Debt Documents, (ii) the enforcement or exercise of any rights or remedies with respect to the Shared Collateral upon the occurrence and during the continuation of any “Event of Default” (or similar term, in each case as defined therein) under any of the Senior Debt Documents, including any private or public sale, transfer or other disposition of Shared Collateral, (iii) any sale, transfer or other disposition of any Shared Collateral consented to or not opposed by the Designated Senior Representative under Section 6.05(a) or (iv) the release of any Controlling Senior Secured Party’s Liens on all or any portion of the Shared Collateral, which release under this clause (iv) shall have been approved by all of the requisite Controlling Senior Secured Parties (in accordance with the applicable Senior Debt Documents) (any of the circumstances described in clauses (i) through (iv), a “Release Event”), then (A) any Second Priority Liens on such Shared Collateral shall (whether or not any “Event of Default” (or similar term, in each case as defined therein) has occurred and is continuing under any Second Priority Debt Document or any Insolvency or Liquidation Proceeding is pending at such time) be automatically, unconditionally and simultaneously released and terminated without further action concurrently with the termination and release of any Controlling Senior Secured Party’s Lien on such Shared Collateral securing the Senior Obligations, (B) the Second Priority Representatives and the Second Priority Debt Parties will be deemed to have consented to such sale, transfer or other disposition of Shared Collateral and the release and termination of the Second Priority Liens on Shared Collateral in connection therewith and to have waived any...
Sample 1
Releases and Consents. Prior to the Closing Date, the Company shall cause Transmission Sub to be released from the obligations and receive the consents set forth in Section 6.16 of the Company Disclosure Letter without the Company or any Company Subsidiary paying any consideration or incurring any other obligation in connection therewith without the consent of Parent.
Sample 1
Releases and Consents. Where any part of the Wxxxxx Assets is subdivided, transferred or otherwise dealt with by the Co-Owners pursuant to and in accordance with this Agreement, each Co-Owner shall grant such subordinations, consents or releases with respect to the Security Documents held by it as may be reasonably necessary to give effect to such dealing.
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Releases and Consents. Seller shall have obtained a full and complete release of any and all liens, encumbrances and security interests to the Sale Assets and the consents of the respective landlords under the Leases and of the parties to other contracts to be assigned, where such consent is required; and
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Related to Releases and Consents

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Filings and Consents Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • Permits and Consents The Loan Parties shall have obtained all Permits and all consents of other Persons, in each case that are necessary to be obtained to authorize the Loan Parties to execute the Signing Date Loan Documents, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders.

  • Acknowledgments, Waivers and Consents (a) Each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee and the provision of collateral security for the obligations of Persons other than such Grantor and that such Grantor's guarantee and provision of collateral security for the Obligations are absolute, irrevocable and unconditional under any and all circumstances. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Loan Documents, that each Grantor shall remain obligated hereunder (including, without limitation, with respect to the guarantee made such Grantor hereby and the collateral security provided by such Grantor herein) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Administrative Agent and the other Secured Parties under this Agreement and the other Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way:

  • 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.

  • 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;

  • 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.

  • 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.

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