Examples of Material Contract or Permit in a sentence
All necessary notices to, Consents of and filings with any Governmental Authority relating to the consummation of the Transactions to be made or obtained by the Company shall have been made and obtained by it, and Parent and Purchaser shall have received all the Consents necessary under any Material Contract or Permit requiring consent to assignment.
Schedule 4R of the Company Disclosure Letter lists all credit support provided by Seller or its Affiliates (each, a “Credit Support Obligor”) to or on behalf of the Company pursuant to applicable Law or the terms of a Material Contract or Permit, including guarantees, letters of credit, escrows, sureties and performance bonds, security agreements and other similar arrangements that are outstanding (collectively, the “Support Obligations”).
Disclosure by Crystal or the Shareholder of consents or approvals required under any Material Contract or Permit will not relieve Crystal or the Shareholder of their obligation to obtain all such consents or approvals at or before Closing.
Except as set forth on Schedule 3.2.1, no waiver, approval, consent or permit of, or filing with or notice to, any Governmental Authority or any other Person is required related to any Material Contract or Permit in connection with the transaction contemplated hereby or the execution, delivery or performance by any Seller of this Agreement or any other agreement or document delivered by or on behalf of any Seller in connection herewith.
To the extent that Seller’s rights under any Material Contract or Permit that would otherwise constitute an Acquired Asset, may not be assigned to Purchaser without the written consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a material breach thereof or be unlawful, and such Contract or Permit shall not be an Acquired Asset.
Any Material Contract or Permit and License identified in such a notice (each, an “Excluded Contract”) shall no longer be an Assigned Contract or an Assigned Permit and License.
Seller shall cooperate with Purchaser, upon Purchaser’s reasonable request, in endeavoring to obtain the consent of, or authorization from, any Person required by any provision of any Real Property Lease, Personal Property Lease, Material Contract or Permit, or that otherwise may be required, in connection with the Transactions or the subsequent operation of the Business by the Company Group Entities after Closing (the “Third Party Consents”).
Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Pride Shareholders will not, and will not cause or permit Pride to, without the prior consent of H/Cell, (a) make any modifications to any Material Contract or Permit except in the ordinary course of business and consistent with past business practices, or (b) enter into any compromise or settlement of any pending or threatened Litigation.
All consents (including, without limitation, all consents relating to leases of real property), approvals and waivers from Governmental Authorities and other Persons necessary to permit Purchaser to consummate the transactions contemplated hereby or necessary to avoid a breach of, default under or termination of any Material Contract or Permit of the Company or any Subsidiary shall have been obtained.
Any required authorization, consent, order, approval or waiting period (and any extension thereof) applicable to the purchase of the LLC Interests contemplated hereby shall have been received, expired or shall have been terminated, as appropriate, including without limitation those filings made under the HSR Act and any consents relating to any Material Contract or Permit.