Notice and Consent Requirements definition

Notice and Consent Requirements means giving any notices to, making any filings with, and obtaining, any authorizations, consents, waivers, releases, approvals (including as required under the HSR Act), licenses or other rights of Governmental Authorities and other Persons either Party is required to obtain (1) in connection with the matters referred to in this Agreement, including matters described in Sections 3(a)(ii), 3(a)(iii), 3(b)(ii), 3(b)(iii), 4(c), 4(i) and 4(k), the corresponding Schedules, and the Reorganization Transactions, or (2) under each of the Technology Licenses, in the case of (1) and (2) so as to permit the Closing to occur as soon as reasonably practicable, and thereafter with respect to the Seller’s post-Closing Notice and Consent Requirements obligations under Section 5(b)(i).
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Notice and Consent Requirements means giving any notices to, making any filings with, and obtaining, any authorizations, consents, waivers, releases, approvals (including as required under the HSR Act), licenses or other rights of Governmental Authorities and other Persons (i) either Party is required to obtain (1) in connection with the matters referred to in this Agreement, including matters described in Sections 3(a)(ii), 3(a)(iii), 3(b)(ii), 3(b)(iii), 4(c) and 4(i), the corresponding Schedules, and the Reorganization Transactions, (2) under each of the Technology Licenses, in the case of (1) and (2) so as to permit the Closing to occur as soon as reasonably practicable, and thereafter with respect to the Seller's post-Closing Notice and Consent Requirements obligations under Section 5(b)(i).
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Notice and Consent Requirements means giving any notices to, making any filings with, and obtaining, any authorizations, consents, waivers, releases, approvals (including as required under the HSR Act), licenses or other rights of Governmental Authorities and other Persons either Party is required to obtain in connection with the matters referred to in this Agreement, including matters described in Sections 4(a)(ii), 4(a)(iii), 4(b)(iii), 4(d)(ii), and 4(d)(iii) and the corresponding Schedules, so as to permit the Closing to occur as soon as reasonably practicable, and thereafter with respect to the Seller’s post-Closing Notice and Consent Requirements obligations under Section 5(b).
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Examples of Notice and Consent Requirements in a sentence

  • Each Party agrees to use commercially reasonable efforts to cooperate with and assist the other Party in satisfying the Notice and Consent Requirements for which the other Party is responsible.

  • The Buyer shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 3(b)(ii) and 3(b)(iii) (other than with respect to those required under the HSR Act or FCC Regulations).

  • The Seller shall pay all Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and the Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any other Notice and Consent Requirements.

  • Each Party agrees that the ROFR Waiver Agreement, when duly executed and delivered by the parties thereto, shall constitute procurement of the Notice and Consent Requirements with respect to those matters set forth on Schedule 4(k).

  • Prior to Closing, the Buyer shall satisfy for itself (or its permitted designee) all Notice and Consent Requirements from any Governmental Authority necessary to effect in compliance with all Laws the transfer contemplated by the GLM Assignment.

  • The Seller shall use commercially reasonable efforts to obtain the satisfaction of all Notice and Consent Requirements (other than with respect to those set forth on Schedules 4(d)(ii) or 4(d)(iii) or required under the HSR Act) on or prior to the Closing Date.

  • The Seller shall pay all Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements required under FCC Regulations, and the Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any Notice and Consent Requirements that do not constitute a condition to Closing under Section 7 of this Agreement, including any license requirements relating to the GLM Assignment.

  • The Buyer shall use commercially reasonable efforts to obtain all Notice and Consent Requirements with respect to those set forth on Schedules 4(d)(ii) and 4(d)(iii) (other than with respect to those required under the HSR Act).

  • The Buyer shall pay for all other Adverse Consequences arising from or attributable to the failure to obtain the satisfaction of any other Notice and Consent Requirements.

  • Article 2 Post-EGTRRA Provisions Initially Effective 2007 2.1 Notice and Consent Requirements.

Related to Notice and Consent Requirements

  • Project Requirements means the statement included in the Request for Proposal detailing the technical and other requirements of Canada which are to be met by the successful Bidder, and which are to be addressed in the Bid;

  • Performance Requirements The ordering entity reserves the right to inspect and verify that all deliveries are in accordance with specifications, both at the point of delivery and at the point of use. For orders that specify an “authorized party” to receive and inspect deliveries and/or installations, acceptance and inspection procedures must be performed by the” authorized party” to be considered and accepted by the ordering entity. Products inspected at the time of use are subject to refusal and return requirements for issues of quality such as defects in manufacturing and/or workmanship. Products will not be considered accepted by the ordering entity until the installation is complete for the applicable products.

  • Payment Requirement means the amount specified as being applicable to the Reference Entity in the Standard or its equivalent in the relevant Obligation Currency (or, if no such amount is specified, USD 1,000,000 or its equivalent in the relevant Obligation Currency) in either case as of the occurrence of the relevant Failure to Pay or Potential Failure to Pay, as applicable.

  • End Client Requirements means the specific requirements of the End Client, as notified to the Supplier in writing;

  • Pretreatment requirements means any substantive or procedural requirement related to pretreatment, other than a pretreatment standard, imposed on an industrial user.

  • Consent Required Loan means a Loan that is capable of being assigned or novated with the consent of the Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if the Reference Entity is guaranteeing such Loan) or any agent;

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • performance requirement means a requirement that:

  • Contract Minimum Investment Requirement means, with respect to the Project, investment by the Company and any Sponsor Affiliates of at least $4,000,000 in Economic Development Property subject (non-exempt) to ad valorem taxation (in the absence of this Fee Agreement).

  • Licence Conditions means the licence terms and conditions contained in this document, as amended from time to time in accordance with this agreement.

  • Service Requirements means the specification that the Flexibility Services must be capable of meeting, as defined in Schedule 1;

  • Relevant Requirements means all applicable Law relating to bribery, corruption and fraud, including the Bribery Act 2010 and any guidance issued by the Secretary of State for Justice pursuant to section 9 of the Bribery Act 2010;

  • Monitoring Requirements Schedule means the Schedule containing details of the monitoring arrangements.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Statement of Requirements means a statement issued by the Authority or any Other Contracting Body detailing its Services Requirement issued in accordance with the Ordering Procedure;

  • Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

  • Minimum Extended Summer Resource Requirement means, for Delivery Years through May 31, 2017, the minimum amount of capacity that PJM will seek to procure from Extended Summer Demand Resources and Annual Resources for the PJM Region and for each Locational Deliverability Area for which the Office of the Interconnection is required under Tariff, Attachment DD, section 5.10(a) to establish a separate VRR Curve for such Delivery Year. For the PJM Region, the Minimum Extended Summer Resource Requirement shall be equal to the RTO Reliability Requirement minus [the Limited Demand Resource Reliability Target for the PJM Region in Unforced Capacity]. For an LDA, the Minimum Extended Summer Resource Requirement shall be equal to the LDA Reliability Requirement minus [the LDA CETL] minus [the Limited Demand Resource Reliability Target for such LDA in Unforced Capacity]. The LDA CETL may be adjusted pro rata for the amount of load served under the FRR Alternative.

  • REIT Requirements has the meaning set forth in Section 5.2.

  • Insurance Requirements means, collectively, all provisions of the Insurance Policies, all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and applicable to the Mortgaged Property or any use or condition thereof.

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • Design requirements means the written description of the infrastructure facility to be procured pursuant to this article, including:

  • Program Requirements means certain minimum program entry requirements as well as ongoing program requirements, to be fulfilled by Partner, some of which are general PartnerEdge requirements, some of which are specific for the “Sell Engagement” and some of which are specific for the different “Cloud” Product Families, including, without limitation payment of the Program Fee(s), meeting certain minimum annual revenue requirements, upholding a Sell Authorization for at least one “Cloud” Product Family and other requirements as set out in detail in the PartnerEdge Program Guide and the RSPI.

  • MREL Requirements means the laws, regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities applicable to the Issuer and/or the Group, from time to time, (including any applicable transitional or grandfathering provisions), including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines, rules, standards and policies relating to minimum requirements for own funds and eligible liabilities adopted by the Federal Republic of Germany or the Republic of Italy, a relevant resolution authority or the European Banking Authority from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Issuer and/or the Group), as any of the preceding laws, regulations, requirements, guidelines, rules, standards, policies or interpretations may be amended, supplemented, superseded or replaced from time to time.

  • Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;

  • Required Consents shall have the meaning set forth in Section 4.5.