Third Party Consents and Releases Sample Clauses

Third Party Consents and Releases. All consents and waivers by third parties that are required for the transfer of the Assets to the Purchaser or that are required for the consummation of the transactions contemplated hereby, or that are required in order to prevent a breach of or a default under or a termination or modification of any lease, license or other agreement relating to the Business or the Assets to which the Sellers are a party or to which any portion of the property of Sellers relating to the Business is subject will have been obtained, and, releases of any and all security interests held by third parties on the Assets required by Purchaser will have been obtained, all on terms reasonably satisfactory to the Purchaser.
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Third Party Consents and Releases. The consents (or in lieu thereof waivers), including, but not limited to, any releases and/or substitutions of guarantees or letters of credit relating to intellectual property, real estate or otherwise, as listed in Section 3.4 to the Disclosure Schedule, shall have been obtained and shall be in full force and effect.
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Third Party Consents and Releases. Shareholders shall deliver to Purchaser all consents, estoppels, approvals, releases, filings and authorizations of third-parties that are necessary or advisable for the legal and proper execution, delivery and consummation of this Agreement and the transactions contemplated hereunder, including, but not limited to, (i) releases from all holders of Liens with respect to the Assets and/or the Shares and (ii) pay-off letters in respect of indebtedness set forth on Schedule 2.03(b) which is to be repaid as of the Closing with the Capital Advance, as provided for in Section 2.03(b).
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Third Party Consents and Releases. Shareholders shall deliver to Purchaser all consents, estoppels, approvals, releases, filings and authorizations of third-parties that are necessary or advisable for the legal and proper execution, delivery and consummation of this Agreement, and the transactions contemplated hereunder, including but not limited to releases from the holders of Liens with respect to the Assets.
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Third Party Consents and Releases. The Third Party Consents to the transactions contemplated by this Agreement (or in lieu thereof waivers of any rights triggered by consummation of the transactions contemplated by this Agreement), shall have been obtained and shall be in full force and effect. There shall be no pending or threatened lawsuit challenging the transaction by any body or agency of the federal, state or local government or by any Third Party, and the consummation of the transaction shall not have been enjoined by a court of competent jurisdiction as of the Closing and any applicable waiting period under any applicable federal law shall have expired. 13 - ACQUISTION AGREEMENT
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Third Party Consents and Releases. Seller shall have obtained the consent of each third party necessary to undertake the transactions contemplated by this Agreement, including, but not limited to, any consent necessary to assign the Leases to Purchaser. Seller shall also have delivered the letters from the FHLB and the FRB as required under Section 1.11(f) and Section 1.11(g).
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Third Party Consents and Releases. Seller shall provide to Buyer the consents described in Section 4.11(6).
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Third Party Consents and Releases. Sellers will deliver to Buyer by Closing, all consents, estoppels, approvals, releases, pay-off letters, filings and authorizations of third parties that Buyer believes are necessary or advisable for the legal and proper execution, delivery and consummation of this Agreement, and the transactions contemplated hereunder, including but not limited to, those consents necessary for the assignment of Contracts pursuant to paragraph 8.1(4), for release of any and all mortgages, security interests, liens, pledges, restrictions or other encumbrances on or applicable to the Assets, and any U.C.C. termination statements regarding the Assets.
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Related to Third Party Consents and Releases

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • 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.

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • 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.

  • 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.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • 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.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

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