Required Consents, Etc. The Company shall have delivered to Agent all consents, authorizations and amendments determined by Agent to be necessary to ensure the enforceability of the Loan Documents, including a certificate of the secretary or other appropriate officer of each Loan Party certifying (i) that the execution, delivery and performance of this Agreement, the Credit Agreement as amended hereby and the other Loan Documents have been duly approved by all necessary action of the governing board of such Loan Party, and attaching true and correct copies of the applicable resolutions granting such approval; (ii) that the organizational document of such Loan Party, which were certified and delivered to the Agent pursuant to the most recent certificate of secretary or other appropriate officer of such Loan Party, continue in full force and effect and have not been amended or otherwise modified except as set forth in the certificate to be delivered as of the date hereof; and (iii) that the officers and agents of such Loan Party who have been certified to the Agent, pursuant to the most recent certificate of secretary or other appropriate officer given by such Loan Party, as being authorized to sign and to act on behalf of such Loan Party continue to be so authorized or setting forth the sample signatures of each of the officers and agents of such Loan Party authorized as of the date hereof to execute and deliver this Agreement, the other Loan Documents and all other documents, agreements and certificates on behalf of such Loan Party. Upon the delivery by Agent of a fully executed copy of this Agreement to the Company, the conditions set forth above shall be deemed satisfied and the Effective Date shall be deemed to have occurred as of the date so delivered.
Required Consents, Etc. Except as described in Schedule 2.2(q) hereto, -13- 15 to the best of the Shareholders' knowledge, no consent, approval, authorization, declaration or filing, including without limitation any consent, approval or authorization of or declaration or filing with any governmental authority, is required on the part of the Company in connection with the execution and delivery of this Agreement or exchange of Company Stock pursuant hereto.
Required Consents, Etc. Except as set forth on Schedule 4.13, no consent, order, approval, authorization, declaration or filing, including, without limitation, any consent, approval or authorization of or declaration or filing with any governmental authority, is required on the part of the Company for or in connection with the execution and delivery of this Agreement or sale of the Remel Entity Interests pursuant hereto, except for those which, if not obtained, would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole.
Required Consents, Etc. Consent of Silicon Valley Bank pursuant to that Loan and Security Agreement among Silicon Valley Bank, DecisionPoint Systems International, Inc., DecisionPoint Systems Group, Inc., DecisionPoint Systems CA, Inc., DecisionPoint Systems CT, Inc., DecisionPoint Systems, Inc. and CMAC, Inc., as amended. Encumbrance or Encumbrances in favor of Sigma Opportunity Fund II, LLC over assets, shares and/or properties of the Company (in relation to which the Company has received the authorization of Sigma Opportunity Fund II, LLC to terminate any and all outstanding Encumbrances relating to the Company, Seller, and any of their respective Affiliates). Exhibit A Form of Mutual Release MUTUAL RELEASE AGREEMENT This Mutual Release Agreement (this "Agreement") is made effective as of the 30th day of June, 2015 (the "Effective Date"), by and between XXXXX X. XXXX, an individual resident of the State of Georgia ("Xxxx"), and DECISIONPOINT SYSTEMS INTERNATIONAL, INC., a Delaware corporation ("DPS").
Required Consents, Etc. The Company shall have delivered to Agent all consents, authorizations and amendments determined by Agent to be necessary to ensure the enforceability of the PEC Guaranty, the PEC Pledge Agreement and the PEC Security Agreement. Upon the delivery by Agent of a fully executed copy of this Agreement to the Company, the conditions set forth above shall be deemed satisfied and the Effective Date shall be deemed to have occurred as of the date so delivered.
Required Consents, Etc. All Consents, Permits and Orders which are required in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Transaction, which are necessary to permit Bxxxxxx to conduct its operations in a manner substantially similar to the manner in which Bxxxxxx conducts its business and operations prior to the Effective Time, and which are necessary to eliminate any restrictions on the ability of H&E to conduct its business (including the Bxxxxxx business) following the Closing (including any restriction on the ability of H&E or Bxxxxxx to do business with any competitor of any manufacturer, distributor, supplier or vendor with which Bxxxxxx does business, shall have been obtained or made and shall be in full force and effect (the foregoing being herein referred to as the “Required Consents”). Without limiting the generality of the foregoing, the Required Consents shall include the Consents, Permits and Orders described on Schedule C; however, the Hitachi Consent and the Hitachi Termination Agreements shall not be Required Consents, except that any Hitachi Consent and any Hitachi Termination Agreement actually obtained shall satisfy the requirements of Section 4.2(b)(ix).
Required Consents, Etc. 7.5.1 Each party will use its commercially reasonable efforts to obtain in writing as promptly as possible and at its expense, all the Required Consents and any other consent, authorization or approval required to be obtained by such party in connection with the transactions contemplated by this Agreement, reasonably satisfactory in form and substance to the other, and deliver to the other copies of such Required Consents and such other consents, authorizations or approvals promptly after they are obtained by such party; provided, however, that each party will afford the other party the opportunity to review, approve and revise the form of Required Consent prior to delivery to the party whose consent is sought. The Required Consents will be proposed in a form that provides confirmation from the third party of the continued existence of and the absence of defaults under the applicable System Contract, System Franchise, System License or other document. Each party will cooperate with the other party to obtain all Required Consents, but neither party will be required to accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of (in each case other than inconsequential matters with no adverse effect on the party acquiring the affected System), any of the System Franchises, System Licenses, System Contracts or leases or documents evidencing Leased Property or Real Property Interests that are not acceptable to the other in its sole discretion. Notwithstanding the foregoing, as soon as practicable after the date of this Agreement, the parties will cooperate with each other to complete, execute and deliver, or cause to be completed, executed and delivered to the appropriate Governmental Authority, an FCC Form 394 with respect to each System Franchise as to which such Form 394 is required.
Required Consents, Etc. Except as set forth on SCHEDULE 2.14 and except for any applicable filings under the HSR Act (as hereinafter defined), no consent, order, approval,
Required Consents, Etc. Except as set forth on Schedule 4.13, no consent, order, approval, authorization, declaration or filing, including, without limitation, any consent, approval or authorization of or declaration or filing with any third party under any of the Schedule 4.11 Contracts or any governmental authority is required on the part of the Company or any Subsidiary for or in connection with the execution, delivery or performance of this Agreement or sale of the Company Stock pursuant hereto, except for those which, if not obtained, would not have a Material Adverse Effect.
Required Consents, Etc. 3.5 Conflicting Agreements
