Required Real Estate Consents Sample Clauses

Required Real Estate Consents. Seller shall use its commercially reasonable efforts to obtain the consent of the landlord pursuant to the Ramat Gan Lease in order for Seller Israel to assign, free and clear of all Encumbrances (other than Permitted Encumbrances), the Ramat Gan Lease to Purchaser Israel effective as of the Closing. Purchaser shall cause Purchaser Israel to deliver, upon assignment of the Ramat Gan Lease, a bank guarantee to the landlord pursuant to the terms of the Ramat Gan Lease. If the landlord does not provide such consent, Seller shall use its commercially reasonable efforts to obtain the landlord’s consent to a sublease by Purchaser Israel from Seller Israel on substantially similar terms as the Ramat Gan Lease; provided, however, that if the landlord does not provide consent to either an assignment or a sublease, then Purchaser Israel and Seller Israel shall, for no additional consideration, enter into a back-to-back or similar arrangement whereby Seller Israel remains the tenant but Purchaser Israel occupies the premises pursuant to an agreement with Seller Israel whereby Purchaser Israel pays Back-to-Back Lease Expenses to Seller Israel for payment to the landlord (which Seller Israel shall be required to remit). Purchaser and Seller shall equally split any reasonable and customary consent fees of the landlord or other reasonable and customary landlord expenses (including attorneys’ fees) that are paid or incurred in connection with this Section 4.7. Notwithstanding the foregoing, in connection with the Ramat Gan Lease, in no event shall Seller or Purchaser be obligated or required hereby to (i) pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with obtaining any Consent with respect to the Ramat Gan Lease (except as provided in the immediately preceding sentence); (ii) take any action to renew or otherwise extend the term of the Ramat Gan Lease, unless Purchaser has agreed to assume the Ramat Gan Lease subject to such renewal or extension; (iii) take any action or fail to take any action that is in violation of or conflict with any Applicable Law or Permit; or (iv) pay any amounts to any party after the Closing (except to the extent required under the back-to-back lease or similar arrangement referred to above in this Section 4.7). Upon obtaining the requisite Consent thereto, Seller shall, and shall cause each applicable Subsidiary to, promptly sell, convey, assign, transfer and deliver to Purc...
Sample 1
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Required Real Estate Consents. (a) With respect to each Lease listed in Section 2.11(b)(i) of the Seller Disclosure Schedule (each, an “Assumed Lease”), Seller shall, no later than three (3) Business Days prior to the Closing Date, deliver satisfactory evidence to Purchaser that Seller has obtained from the applicable landlord and landlord’s lender all Consents, or delivered such notices, as may be required under the terms and conditions of such Assumed Lease to unconditionally assign to Purchaser all right and interest of Seller (or its applicable Subsidiary) in such Assumed Lease as of the Closing Date. (b) In no event shall Purchaser’s refusal to provide additional security (whether in the form of a cash security deposit, letter of credit, guaranty or otherwise) to any landlord to effect any assignment contemplated in clause (a) above, or to secure such landlord’s or such landlord’s lender’s consent to such assignment, excuse Seller from satisfying, or constitute a waiver of, any condition contained in this Section. Notwithstanding the foregoing, in the event a landlord under an Assumed Lease requires Seller or its applicable Subsidiary to maintain any existing cash security deposit with such landlord, Purchaser shall reimburse Seller at Closing for the amount of such security deposit which remains unapplied under the applicable Assumed Lease as of the Closing Date, provided (x) such landlord agrees to release Purchaser from any and all Liability arising under such Assumed Lease prior to the Closing Date and (y) Seller agrees to indemnify Purchaser for any such Liability.
Sample 1

Related to Required Real Estate Consents

  • 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: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • 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.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Requisite Consents The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 7.1(e) shall have each been obtained or made.

  • 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.

  • 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.

  • Conflicts; Consents and Approvals (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

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