Title; Consents Sample Clauses

Title; Consents. ET has good and valid title to the Personal Property. Except as identified on Exhibit 5.2, no other consents are necessary to convey title to the Property to Genesis in accordance with the terms hereof. With respect to the consents of the ET Lenders set forth on Exhibit 5.2, ET covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein.
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Title; Consents. ET has good and valid title to the Personal Property. Any mortgages, deeds of trust, judgments or other security documents affecting the Property shall be released as of the Closing Date. With respect to the consent from Wachovia Bank, N.A., ET covenants to use commercially reasonable best efforts to pursue and to obtain such consent to the terms and provisions of this Agreement on a timely basis as contemplated herein. Except as identified on Exhibit 5.2, no other consents are necessary to convey title to the Property to Genesis in accordance with the terms hereof.
Title; Consents. Except as identified on Exhibit 5.2, no other consents are necessary to convey title to the Ownership Interests to Genesis in accordance with the terms hereof.
Title; Consents. MP owns the Seller GP Interest free and clear of any and all Liens, and has obtained all necessary consents to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby. MP has the full right, power and authority to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby.
Title; Consents. NP owns the Seller LP Interest free and clear of any and all Liens, and has obtained all necessary consents to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby. NP has the full right, power and authority to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby.
Title; Consents. On the Closing Date, Steinway shall own the Interest free and clear of any and all liens, claims, equities, encumbrances, security interests, limitations and restrictions of any nature whatsoever created by Steinway (collectively, "Liens"), and has obtained all necessary consents to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby. Steinway has the full right, power and authority to enter into, and be bound by, this Agreement and any other agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby.
Title; Consents. Multicare has good and valid title to the Personal Property, except as set forth on Exhibit C-1. Multicare has, or will have at the time of Closing, good, merchantable and marketable fee simple title to the Property, subject only to the Permitted Exceptions. Any mortgages, deeds of trusts, judgments or other security documents affecting the Property shall be released as of the Closing Date. Except for the approval of the Bankruptcy Court (which will require the Consent of the various creditor and lenders groups), no other consents are necessary to convey title to the Property to ET in accordance with the terms hereof.
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Related to Title; Consents

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Governmental Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • 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.

  • All Consents All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given to it, if any, in connection with the execution and delivery of this Agreement and each other Transaction Document to which it is a party and the performance of the transactions contemplated by this Agreement or any other Transaction Document by the Depositor, in each case, have been duly obtained, effected or given and are in full force and effect, except for those which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

  • No Conflict; Governmental Consents (a) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Articles of Incorporation or Bylaws of the Company, and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

  • 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:

  • Material Consents All material consents, approvals, permits of, authorizations from, notifications to and filings with any Governmental Authorities required to be made or obtained prior to the consummation of the Merger shall have been made or obtained.

  • 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.

  • Consents and Filings (a) The Seller and the Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

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