Hard Consent definition

Hard Consent has the meaning set forth in Section 1.6.

Hard Consent means a consent by a Third Party that if not obtained prior to the assignment of an Asset, would (a) automatically void or nullify the assignment with respect to such Asset, (b) automatically terminate an applicable Seller’s interest in the Asset subject to such consent, (c) give the Third Party holding such consent the right to terminate the Lease, Applicable Contract, Right-of-Way, Permit or other Asset subject to consent under the express terms thereof, or (d) require the payment of any liquidated amounts as a result of such failure.

Hard Consent means any Consent held by a Person other than Buyer or any of its Affiliates that, (a) if there were a failure to obtain such Consent, would (i) cause the assignment of the Required Consent Contract affected thereby to Buyer to be void or voidable (other than a consent that by its terms is not to be unreasonably withheld), (ii) give the holder of such Consent the right to terminate, or terminates, the applicable underlying Required Consent Contract under the express terms thereof, or (iii) give the holder of such Consent the right to monetary or liquidated damages under the express terms thereof, or (b) has been affirmatively denied in writing by the holder of such Consent right prior to the Closing.

Examples of Hard Consent in a sentence

• If on the Closing Date any other consents (other than consents relating to Hard Consent Assets) have not been obtained the affected Assets nevertheless shall be delivered at the Closing and the Allocated Value therefor shall be included in the Purchase Price, but after the Closing Seller shall continue its efforts to obtain such consents on a case by case basis as agreed upon by Buyer and Seller.

• In such cases, such Hard Consent Asset shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such Hard Consent Asset.

• Any Oil and Gas Asset so held back at the Closing will be conveyed to Buyer within ten Business Days after such Hard Consent has been obtained, waived or otherwise satisfied.

• Until any such Hard Consent is obtained or waived, the Parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Partnership the benefit of the Xxxxxxx-Penns Assets and the burdens of the Assumed Liabilities with respect to the Xxxxxxx-Penns Assets subject to such un-obtained Hard Consent.

• Sellers shall use commercially reasonably efforts to obtain all Hard Consents (or obtain, at no cost to Buyer, an equivalent replacement of the Assets affected by the Hard Consents) on or before the Option Closing, and shall convey 100% of the Assets affected by a Hard Consent to Buyer at the Option Closing.

More Definitions of Hard Consent

Hard Consent means any Consent other than a Soft Consent.

Hard Consent means any such consents have not been obtained, and (i) the failure to obtain such consent would cause the termination or loss of a contract or an Asset under the express terms thereof, (ii) the consent is required from a governmental authority, or (iii) Seller has been notified that the holder of any such consent right has rejected or will otherwise not grant such consent,

Hard Consent means a consent with respect to which there is a provision within the applicable instrument expressly stating that an assignment in violation thereof would (or the legal effect under applicable Law would be to) (a) cause the assignment of the Asset(s) affected thereby to Buyer to be void or voidable, (b) cause the termination of a Lease or Assigned Contract under the express terms thereof, or (c) require the payment of specified liquidated damages (unless paid by Buyer); provided, however, that(w) consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after such assignment of properties similar to the Assets, (x) any consents and approvals which cannot be unreasonably withheld by the holder thereof or are silent as to remedies for failure to obtain such consent or approval, (y) any consents and approvals that are rendered unenforceable by Sections 363 and 365 of the Bankruptcy Code and the applicable provisions of the Bid Procedures Order and/or the Sale Order and (z) any consents that would be Hard Consents but which consent or approval has been granted in writing prior to the Closing Date, in each case shall not be “Hard Consents”. Notwithstanding their terms, consents required from the Permanent University Fund of The University of Texas System and The Texas A&M University System are deemed not to be Hard Consents. All Hard Consents where the party from which consent is required is the Seller or an Affiliate of a Seller shall be deemed waived for all purposes with respect to this Agreement and the Sale Transactions.

Hard Consent means any Consent with respect to which (a) there is a provision within the applicable instrument that such Consent may be withheld in the sole discretion of the holder or words to similar effect, or (b) there is a provision within the applicable instrument expressly stating that an assignment in violation thereof (i) is void or voidable, (ii) triggers the payment of liquidated damages, or (iii) causes the instrument or applicable Assets to terminate or be terminable, or words of similar effect; and

Hard Consent means any consent requirement in a Material Contract held by a Third Party that, if there were a failure to obtain such consent, would (a) cause the assignment of the Material Contract affected thereby to Buyer to be void or (b) give the holder of such consent the right to terminate the applicable underlying Material Contract under the express terms thereof.

Hard Consent has the meaning assigned to such term in Section 6.5(b).

Hard Consent means any consent to assignment with respect to which the failure to obtain such consent would (i) cause the assignment to Buyers of the Purchased Assets (or portion thereof affected thereby) to be void or voidable, (ii) cause the termination of, or material breach or default under, the instrument subject to the consent under the express terms thereof or (iii) permit the holder of the consent the right to terminate such instrument; provided, however, that a “Hard Consent” will not include any consent that, by its terms, cannot be unreasonably withheld.