Where Consent Required Sample Clauses

Where Consent Required. (1) Upon agreement by the Parties to the terms of a draft Order to be proposed to each Court, the Defendant shall consent to the Settlement Approval Motions concerning the Courts’ approval of the Settlement and the distribution of the Net Settlement Funds and the Defendant’s consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses the Settlement Amount, or any amount.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Where Consent Required. (i) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Assigned Contract to the extent such Assigned Contract is not assignable under Applicable Law, or the terms of the applicable Assigned Contract provide that it is not assignable without the consent of another Person, unless such consent has been obtained or the assignment is subject to an Assignment Order.
Sample 1Sample 2
Where Consent Required. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or otherwise transfer any Permit and Licence to the extent such Permit and Licence is not assignable or transferable under Applicable Law or the terms of the applicable Permit and Licence provide that it is not assignable without the consent of another Person, unless such consent has been obtained.
Sample 1Sample 2
Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, permit, policy or other document or instrument which by the provisions thereof or by law is not assignable or which requires the consent of any third party to its assignment unless and until such consent is obtained or is waived by the third party. In each such case the Debtor shall, unless the Secured Party otherwise agrees in writing, forthwith obtain the consent of any necessary third party to its assignment hereby and for its further assignment by the Secured Party to any third party who may acquire same as a result of the Secured Party’s exercise of remedies after an Event of Default. Upon such consents being obtained or waived, this Security Agreement shall apply thereto without regard to this Section 5 and without the necessity of any further assurance to effect the assignment thereof.
Sample 1Sample 2
Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, permit, policy or other document or instrument which by the provisions thereof or by law is not assignable or which requires the consent of any third party to its assignment unless such is attained. In each such case the Debtor shall, unless the Secured Party otherwise agrees in writing, forthwith obtain the consent of any necessary third party to its assignment hereby and for its further assignment by the Secured Party to any third party who may acquire same as a result of Secured Party's exercise of remedies after an Event of Default. Upon such consents being obtained or waived, this Security Agreement shall apply thereto without regard to this Section 1.6 and without the necessity of any further assurance to effect the assignment thereof.
Sample 1
Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, permit, policy or other document or instrument or any other Collateral which by the provisions thereof or by law is not assignable or which requires the consent of any third party to its assignment unless such is obtained or is waived by the third party. In respect of each such item of Collateral that exceeds $10,000 CDN in value, the Debtor shall, unless the Secured Party otherwise agrees in writing, forthwith use commercially reasonable efforts to obtain the consent of any necessary third party to its assignment hereby and for its further assignment by the Secured Party to any third party who may acquire same as a result of the Secured Party’s exercise of remedies after an Event of Default. Upon such consents being obtained or waived, this Security Agreement shall apply thereto without regard to this Section 1.6 and without the necessity of any further assurance to effect the assignment thereof.
Sample 1
Where Consent Required. (1) The Parties shall consent to the approval of the Settlement and the dismissal of the Action without costs. The Parties agree that the Defendant’s consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses.
Sample 1
AutoNDA by SimpleDocs
Where Consent Required. (1) Upon agreement by the Parties to the terms of a draft order to be proposed to the Court, the CIBC Defendants shall consent to the Settlement Approval Application concerning the Court’s approval of the Settlement and the distribution of the Net Settlement Funds, and the CIBC Defendants’ consent shall not be taken to be an admission of liability or legal responsibility for the pleaded damages and losses or the Settlement Amount, or any amount.
Sample 1
Where Consent Required. Nothing herein shall constitute an assignment or attempted assignment of any right, privilege, benefit, contract, or other document or instrument which by the terms thereof or by law is non-assignable or which requires the consent of any third party to its assignment. In each such case the Mortgagor shall, unless the Mortgagee otherwise agrees in writing, forthwith attempt to obtain, at the Mortgagee’s request, and obtain, if available, the consent of any necessary third party to its assignment hereby and to its further assignment to any third party who may acquire same as a result of the Mortgagee’s exercise of remedies in case of default and upon such consent being obtained or waived this agreement shall apply thereto without regard to this Section 2.4 and without the necessity of any further assurances to effect the assignment thereof. Pending Consent In any case to which Section 2.4 applies, unless and until consent to assignment is obtained as therein provided, the Mortgagor shall, to the extent it may do so by law or under the terms of the document or interest therein referred to, hold all benefit to be derived therefrom in trust for the Mortgagee as additional security for the Indebtedness but as if Section 3.1 and 4.2 applied, and shall deliver up all such benefit to the Mortgagee forthwith if demanded following Default. Need for Consent Without limiting the effect of the two immediately preceding sections in any case to which they apply now or hereafter, the Mortgagor covenants with the Mortgagee that none of the Assigned Rights in existence on the date hereof are incapable of assignment to the Mortgagee in accordance with the terms of this Assignment, nor are the same incapable of further assignment by the Mortgagee or any receiver in the course of exercise of remedies in case of Default, nor is the consent of any third party required for any such assignment; and the Mortgagor further covenants with the Mortgagee that no Assigned Rights will be hereafter acquired, obtained or agreed to by the Mortgagor which are not assignable and assigned to the Mortgagee in accordance with the terms hereof or which are incapable of further assignment by the Mortgagee or any receiver in the course of exercise of remedies in case of Default, or which require the consent of any third party to any such assignment. Re-assignment at Mortgagee’s Option The Mortgagee may at any time and whether or not Default has occurred, without further request or agreement by the Mo...
Sample 1

Related to Where Consent Required

  • No Consent Required No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by the Administrator of any Transaction Document other than (i) UCC filings, (ii) approvals and authorizations that have previously been obtained and filings that have previously been made and (iii) approvals, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or any other part of the Collateral or would not materially and adversely affect the ability of the Administrator to perform its obligations under the Transaction Documents.

  • Consent Required The affirmative vote, approval, consent or ratification of the Manager shall be required to:

  • Definitions; Consent Required The term "Utility Installations" is used in this Lease to refer to all air lines, power panels, electrical distribution, security, fire protection systems, communications systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment which can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be made any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without Lessor's consent but upon notice to Lessor, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing walls, or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the term of this Lease as extended does not exceed $2,500.00.

  • All Consents Required All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian of the transactions contemplated hereby and the fulfillment by the Collateral Custodian of the terms hereof have been obtained.

  • No Governmental Consent or Approval Required No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Agreement or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Celgene Shares, except exemptive filings under applicable securities laws, which are not required to be made until after the Closing and which shall be made on a timely basis.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • No Consents Required No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

  • LESSOR'S CONSENT REQUIRED (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36.

  • Authority, No Conflict, No Consent Required The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith by proper partnership action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!