RETAINED APPROVALS Sample Clauses

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated Partner's interest is diluted by the admission of the third party investors, any new Partner or any Transfer described therein, and (3) with respect to participating financing, if Partners' interests are diluted pro rata by such participating financing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated Partner) to admit a new Partner if the Admission is permitted under preceding clause (i) without the Terminated Partner's Approval, and (iii) Section 5.
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RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Member under Section 7.9, the Terminated Member shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Member as a Member, provided, however, that the provisions of this clause (c) shall terminate if and when the Company has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Company to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.
Sample 1
RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a
Sample 1
RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Partner under Section 7.9 (the "Non-Voting Partner"), the Non-Voting Partner shall still retain Approval rights with respect to: (a) The determination of Gross Asset Value for any property (subject to Sections 5.10(iii) and 8.3.8); (b) Any act in contravention of this Agreement or extending the term of the Partnership; (c) Any action which would cause the Partnership to become an entity other than a Delaware limited liability Partnership; (d) Changing the purposes of the Partnership; (e) Amending this Agreement except as expressly provided in this Agreement (but only to the extent such amendment would materially and adversely affect the Non-Voting Partner or its Affiliates, unless such amendment is permitted to be made without the Non-Voting Partner's Approval under Section 7.9); (f) Indemnification of any Person other than a Partner or its Affiliates pursuant to Section 5.5.2 or except as otherwise permitted by this Agreement; (g) Except as provided in Sections 3.11 and 4.3.2, entering into any agreement (A) which would cause the Non-Voting Partner or its Affiliates to become personally liable on or in respect of or to guarantee any indebtedness of the Partnership or (B) which is not nonrecourse to the Non-Voting Partner and its Affiliates; (h) Causing the Partnership to redeem or repurchase all or any portion of the interest of a Partner except as provided in Section 7.9; (i) Borrow money from a Partner or its Affiliates except pursuant to Sections 2.2.2 or 2.4; (j) Acquire any Investment or cause any Investment Entity to acquire any Property, other than Investments and Properties that were Approved by the Partners for acquisition prior to the Non-Voting Partner losing its Approval rights with respect thereto under Section 7.9, take any action on behalf of the Partnership that is not within the scope of the Partnership purposes as set forth in Sections 1.5 and 1.11, or permit any Investment Entity to take any act that would require the Approval of the Non-Voting Partner under this Section 5. 1.6.1 if taken by the Partnership; (k) Unless in compliance with the requirements of Section 5.2, pay any salary, fees or other compensation to, or enter into any contract with, any Affiliate of any Partner (but only with respect to contracts that do not satisfy clauses (i) and (ii) of Section 5.2) or make loans to any Partner other than Tax Payment Loans; (l)...
Sample 1
RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner shall not have the right to Approve the actions described in: (i) Section 5.1.5 .25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated Partner's interest is diluted by the
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RETAINED APPROVALS. PROCEDURE FOR PARTNER REVIEW AND APPROVAL.
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Related to RETAINED APPROVALS

  • 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.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the directors and stockholders of the Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken. (b) All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and the Company will have received copies thereof.

  • Required Approvals 18.1 Subject to Section 23.3 of this Agreement, the obligations of each Party to perform its respective Work under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority, and from any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. Each Party represents that, as of the Effective Date, it is not aware of any Required Approvals that will need to be obtained for such Party to perform its obligations under this Agreement. 18.2 Subject to Section 23.3 of this Agreement, if any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to Developer’s obligation to pay Company in accordance with the terms of this Agreement (including, without limitation, Sections 21.3 and 21.4 hereof) for all Company Reimbursable Costs. For the avoidance of doubt: all of the Company’s actual costs in connection with seeking any Required Approvals shall also be included within the meaning of the term Company Reimbursable Costs and shall be paid for by Developer.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • 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, 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.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

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