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
Sample 1See All (6)
AutoNDA by SimpleDocs
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:
Sample 1Sample 2
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. PROCEDURE FOR PARTNER REVIEW AND APPROVAL.
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
Sample 1
RETAINED APPROVALS 
Sample 1

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 shareholders of the Company 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.

  • Required Approvals For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:

  • Third Party Consents and Approvals The parties shall have obtained ------------------------------------ all third party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Permits and Approvals The Company and Buyer each agree to cooperate and use their commercially reasonable efforts to obtain, and shall as promptly as practicable prepare all registrations, filings and applications, requests and notices preliminary to, all approvals and Permits that may be necessary or which may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement.

  • 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:

  • 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 the parties to this Agreement to perform their obligations under it and to consummate the transactions contemplated hereby, (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to EPI, (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, including under competition laws, shall have occurred.

Time is Money Join Law Insider Premium to draft better contracts faster.