Required Consents; Limits Liability Sample Clauses

Required Consents; Limits Liability. Notwithstanding anything to the contrary contained in this Agreement (other than the last sentence of this Section 9.1 and Section 9.3), Debtor shall not permit to be taken any action enumerated in Section 6.1 of the Servicing Agreement, any action described in the LLC Operating Agreement as requiring the consent of the Initial Member and/or the Purchase Money Notes Guarantor, as applicable (including but not limited to the actions enumerated in Section 3.4, the last sentence of Section 5.3(b) and Section 8.1 of the LLC Operating Agreement) or any action enumerated below without the prior written consent of the Initial Member and, until the Purchase Money Notes Defeasance Date, the Purchase Money Notes Guarantor, which consent may be withheld or conditioned in the Collateral Agent’s sole and absolute discretion:
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Required Consents; Limits Liability. Notwithstanding anything to the contrary contained in this Agreement (other than the last sentence of this Section 9.1 and Section 9.3), Debtor shall not permit to be taken any action enumerated in Section 6.1 of the Servicing Agreement, Section 3.4, the last sentence of Section 5.2(b) and Section 8.1 of the LLC Operating Agreement or below without the prior written consent of the Initial Member and, until the Purchase Money Notes Defeasance Date, the Purchase Money Notes Guarantor, which consent may be withheld or conditioned in the Collateral Agent’s sole and absolute discretion:
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Required Consents; Limits Liability. 37 Section 9.2 Limitation of Liability 39 ARTICLE X Release of Secured Parties Collateral 40 ARTICLE XI Liquidation of Assets 40
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Required Consents; Limits Liability. Notwithstanding anything to the contrary contained in this Agreement, the Debtor shall not permit to be taken any action enumerated in Section 6.1 of the Servicing Agreement (other than as permitted by the last sentence of this Section 9.1), any action described in the LLC Operating Agreement as requiring the consent of the Required Consenting Parties, as applicable (including but not limited to the actions enumerated in Sections 3.4, 5.3, 5.4, 5.5, 8.1, 8.2, 12.13, 12.14, 12.18 and 12.20 of the LLC Operating Agreement), or any action enumerated below without the prior written consent of the Required Consenting Party, which consent may be withheld or conditioned in such party’s sole and absolute discretion:
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Required Consents; Limits Liability. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not enter into, or consent or otherwise agree to, any amendment or modification to, or waiver of, any terms of the Purchase and Assumption Agreement (including any amendment or modification to, or waiver of, any terms of the Shared-Loss Agreement) without the prior written consent of the Notes Designee, which consent may be withheld or conditioned in the sole and absolute discretion of the Notes Designee.
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Related to Required Consents; Limits Liability

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • No Governmental Consent or Approval Required No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Agreement or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Celgene Shares, except exemptive filings under applicable securities laws, which are not required to be made until after the Closing and which shall be made on a timely basis.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Required Consents; Authority All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Consents, Approvals and Filings, Etc Except as set forth on Schedule 6.10 hereof, no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental) is required in connection with (a) the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable, and (b) otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously obtained, and (y) such filings to be made concurrently herewith or promptly following the Effective Date as are required by the Collateral Documents to perfect Liens in favor of the Agent. All such material authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

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