Third Party and Governmental Consents. Seller shall have obtained all third party and governmental consents or waivers necessary to consummate the transactions contemplated by this Agreement in form and substance reasonably satisfactory to Buyer.
Third Party and Governmental Consents. Except as disclosed in Schedule 3.27 hereto, and except for (i) consents of or filings with governmental agencies and (ii) consents of insurance carriers or other parties under contracts terminable at will or on notice of 60 days or less, no consent, waiver, authorization, approval, order, license, certificate or permit of or from, or registration, declaration or filing with, any court or other tribunal or any other person, firm or entity, nor under any contract, indenture, mortgage, lease, license or other agreement or instrument to which the Company, Xxxxxx or any Shareholder is a party or by which the Company, Xxxxxx or any Shareholder, or any of their respective assets or properties, is subject or bound, is required by or with respect to the Company, Xxxxxx or any Shareholder in connection with the execution, delivery or performance of this Agreement or of any other agreement, document or instrument to be executed and delivered by the Company, Xxxxxx or any Shareholder pursuant hereto or in connection herewith or the consummation of the transactions contemplated hereby. The Company, Xxxxxx, Xxxxxxx or a Shareholder, as applicable, has obtained all consents and waivers listed in Schedule 3.27 on or prior to the date hereof, including, without limitation, the consent of American Mayflower Life Insurance Company and the consent of First Colony Life Insurance Company.
Third Party and Governmental Consents. All necessary third party and governmental consents and approvals to the transactions contemplated hereby shall have been obtained.
Third Party and Governmental Consents. No approval, consent, waiver, order or authorization of, or registration, qualification, declaration, or filing with, or notice to, any federal, state or local governmental authority or other third party is required on the part of Buyer in connection with the execution of this Agreement or the consummation of the transactions described herein, or has otherwise been obtained prior to Closing.
Third Party and Governmental Consents. Except as set forth in Schedule 4.04 hereto, no approval, consent, waiver, order or authorization of, or registration, qualification, declaration, or filing with, or notice to, any Governmental Authority or other third party is required on the part of the Stockholders in connection with the execution and delivery of this Agreement by the Stockholders or the consummation of the transactions contemplated hereby. All of the consents and approvals set forth on Schedule 4.04 have been obtained.
Third Party and Governmental Consents. (a) Seller and Purchaser shall cooperate and shall promptly undertake such action as may be required to obtain the consents set forth in Schedule 4 except as otherwise expressly provided herein, Seller shall pay all third party fees or expenses it believes necessary to obtain such consents, if any, contemplated by the terms of such items, provided that neither Seller nor Purchaser shall be required to pay any additional consideration beyond that contemplated (if any is contemplated) by the terms of such items. With respect to the Assets, if any such consents are not obtained or waived by Purchaser, the Material Contracts, Permits or leases requiring such consent shall be excluded from the Assets to be transferred hereunder and if any such item or items are material to the operation of the Willbridge Facility, Seller shall, without making any guarantee hereunder, make commercially reasonable efforts to allow Purchaser to operate the Willbridge Facility in the same manner as if such consent was obtained.
(b) If any consent to assignment for any contracts, leases or agreements listed in Schedule 5 (the “Material Contracts”) or specified in Schedule 4 as requiring consent is not obtained by the Closing, Seller and Purchaser shall work together in good faith to determine alternative means that will provide Purchaser with the same economic results sought by obtaining the consent.
(c) If any third party consent or approval of Governmental Authorities required in order to transfer any of the Assets in accordance with this Agreement (“Third Party Consents and Approvals”), or the Franchise Ordinance, has not been obtained by the Closing Date, then the Closing Date shall be automatically extended until, but not later than, the Drop Dead Date, unless this Agreement is otherwise terminated pursuant to its terms.
Third Party and Governmental Consents. Any consents, approvals or waivers disclosed on any Schedule attached hereto or required in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, all consents, approvals, authorizations, exemptions and waivers from governmental agencies, shall be obtained by Virata, RSA Communications and Stockholder.
Third Party and Governmental Consents. All necessary third party and governmental consents and approvals to the transactions contemplated hereby shall have been obtained, including without limitation any consent required to be obtained by Sub, Broadband and/or Parent from Comerica Bank.
Third Party and Governmental Consents. All (i) authorizations, consents, and approvals of all Governmental Authorities referred to in Sections 3.1(b) and 3.2(e) above, (ii) Lease Consents, and (iii) spousal consents duly executed by each Seller’s spouse or registered domestic partner, if any, in the form attached hereto as Exhibit C;
Third Party and Governmental Consents. No approval, consent, waiver, order or authorization of, or registration, qualification, declaration, or filings with, or notice to, any federal, state or local governmental authority or other third party is required on the part of AP&L or SWEPCO, as the case may be, in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby, other than the approvals of the Securities and Exchange Commission under the 35 Act and the Arkansas Public Service Commission.
