Seller’s Consents. All Consents of and filings and registrations ----------------- with any Governmental Entity (other than those set forth in Section 4.3) or any ----------- other person which Seller must obtain shall have been obtained or made on or prior to the Closing Date.
Seller’s Consents. The Seller’s Consents shall have been duly obtained, made or given and shall be in full force and effect.
Seller’s Consents. All of Seller’s Consents necessary for the completion of the transactions contemplated by this Agreement to occur have been duly obtained, made, or given and are in full force and effect.
Seller’s Consents. Sellers shall use their reasonable efforts to promptly obtain the consents of the lenders under (i) Agilysys’ Credit Agreement dated as of October 18, 2005 and (ii) Agilysys’ Amended and Restated Inventory Financing (Unsecured) with IBM Credit LLC made as of October 18, 2005 (collectively, the “Sellers’ Consents”).
Seller’s Consents. Seller represents that the transaction contemplated hereby has received such approvals as may be necessary to authorize Seller to perform its obligations hereunder, and Seller represents that no further act, consent or approval by any other person is required of Seller to convey the Property to Buyer pursuant to this Agreement.
Seller’s Consents. Sellers shall use commercially reasonable efforts to obtain the Sellers' Consents.
Seller’s Consents. Sellers shall use their commercially reasonable efforts to promptly obtain the consents of the lenders under Sellers' Receivables Sales Program to the sale of the Accounts Receivable to Purchasers and the release of any Lien with respect thereto (the "Sellers' Consents"). back to top
Seller’s Consents. Wherever in this Agreement the consent or approval of the Sellers is required, each Seller hereby expressly agrees that the consent of Sellers who held a majority of the Shares prior to Closing shall be sufficient and shall be legally binding on all Sellers, who shall be deemed to have given such approval or consent.
Seller’s Consents. All of the Seller's Consents shall have been obtained.
Seller’s Consents. 13.1 Lender Consents. Commencing on the date hereof, Contributor and Contributor Parent (at their sole cost) shall diligently seek, and Limited Partner and General Partner agree to reasonably cooperate and to cause all Purchaser Parties to cooperate with Contributor and Contributor Parent in seeking at no cost to any of them, the consent of the Existing Lenders to all of the transactions contemplated hereby, including, without limitation, the Initial Contribution, the transfer of the Conveyed OP Units to Limited Partner and the contemplated transfer of each Property at the Closing to a new subsidiary of Operating Partnership formed within 200 days after the date hereof solely to hold and operate such Property. On or before the last day of the Due Diligence period, Contributor Parent shall furnish to Limited Partner written evidence reasonably satisfactory to Limited Partner that Contributor Parent will be able to meet the conditions described in Section 16.1.7 at the Closing. In the event that Contributor Parent shall be unable to provide such evidence at the Closing, then the provisions of Article 19 shall control; provided, however, that if Contributor or Contributor Parent shall fail to obtain the consent of Dime Savings Bank to all of the transactions contemplated hereby, Contributor or Contributor Parent shall at or prior to Closing pay off such loan at no cost to Limited Partner or General 47 Partner, including, without limitation, prepayment penalties, provided further, that in such event, there shall be an equitable adjustment to the Purchase Price to compensate Limited Partner for the lost opportunity cost of the below-market interest rate of the Dime Savings Bank Existing Debt, which credit shall equal the present value (calculated using a discount rate of eight percent) of the aggregate difference between all interest payments that would be payable on the Dime Savings Bank Existing Debt between the Closing Date and its scheduled maturity had the within transaction not occurred, and the greater amount of interest that would have been payable over the same period had Limited Partner placed a new institutional mortgage on current market terms on such properties, at market interest rate prevailing as of the Closing Date, for a term of ten years (the "Dime Bank Adjustment"), as reasonably determined by Limited Partner; provided, however, that Limited Partner shall not be required to obtain such a substitute institutional mortgage loan to receive such...
