Required Contractual Consent definition

Required Contractual Consent means, with respect to any Scheduled Contract or Subsequent Material Contract, any consent of any party thereto (other than the Company) that is required by the terms thereof or Applicable Law by reason of the execution and delivery of this Agreement or the consummation of the Subject Transactions in order to avoid any default thereunder, breach of the terms thereof or material alteration of the terms thereof.
Sample 1Sample 2
Required Contractual Consent means, with respect to any Material Contract or Subsequent Material Contract, any consent of any party thereto that is required by the terms thereof or Applicable Law by reason of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to avoid any default thereunder, breach of the terms thereof or material alteration of the terms thereof.
Sample 1
Required Contractual Consent means, with respect to any Scheduled Contract or Subsequent Material Contract, any consent of any party thereto (other than the Company) that is required by
Sample 1Sample 2

Examples of Required Contractual Consent in a sentence

  • On and after the Closing Date, Seller shall comply at its own expense with all conditions and requirements applicable to it set forth in each Required Contractual Consent to the extent necessary such that all Required Contractual Consents will remain effective and enforceable against the Persons giving such Required Contractual Consents, assuming continued compliance with the terms thereof by Buyer.

  • All such Sports Entities Required Contractual Consents shall be in effect, all conditions and requirements prescribed by any such Sports Entities Required Contractual Consent to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Sports Entities Required Contractual Consents are effective and enforceable, except as would not constitute a Material Adverse Effect.

  • All conditions and requirements prescribed by any such Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that no material Liability will be imposed on Seller.

  • Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without a Required Contractual Consent or Required Governmental Approval, would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder.

  • All conditions and requirements prescribed by any Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Required Contractual Consents (and all such other consents) are effective and enforceable, and will remain effective and enforceable against the Persons giving such Required Contractual Consents (and such other consents) assuming continued compliance with the terms thereof.

  • Cemex or RMUSA, as the case may be, shall exercise or exploit its rights and options under all such Unassigned Contracts referred to in this Section 4.4 only as reasonably directed by Company; provided, that Company shall be responsible for any liability incurred by Cemex or RMUSA, as the case may be, pursuant to such direction and, provided, further, that Company shall not direct Cemex or RMUSA, as the case may be, not to attempt to obtain a Required Contractual Consent for an Unassigned Contract.

  • All conditions and requirements prescribed by any Required Contractual Consent (or any such other consent) to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that no material Liability will be imposed on Shareholders or their respective Affiliates.

  • All conditions and requirements prescribed by Applicable Law, any Required Contractual Consent or any Required Governmental Approval to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that all such Required Contractual Consents and Required Governmental Approvals are, and will remain, in full force and effect assuming continued compliance with the terms thereof after the Closing.

  • Seller shall exercise or exploit its rights and options under all such Unassigned Contracts referred to in this Section 6.4 only as reasonably directed by Buyer; provided, that Buyer shall be responsible for any liability incurred by Seller pursuant to such direction and, provided, further, that Buyer shall not direct Seller not to attempt to obtain a Seller Required Contractual Consent for an Unassigned Contract.

  • All conditions and requirements prescribed by any Required Contractual Consent or Purchaser Approval that is not a Governmental Approval to be satisfied on or prior to the Closing Date shall have been satisfied to the extent necessary such that no material Liability will be imposed on Purchaser (or any Affiliate or Associate of Purchaser) in connection with or as a result of the consummation of the transactions contemplated by this Agreement and the other Acquisition Documents.


More Definitions of Required Contractual Consent

Required Contractual Consent means a Cemex Required Contractual Consent or a RMUSA Required Contractual Consent.
Sample 1Sample 2
Required Contractual Consent has the meaning set forth in Section 5.3(b) hereof.
Sample 1
Required Contractual Consent means each consent with respect to any Material Contract listed on Schedule 5.15 hereto required to be obtained ------------- from the other party or parties thereto by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to avoid the invalidity of the assignment of such Contract, the termination thereof, a breach or default thereunder or any other material change or modification to the terms thereof. Schedule 5.7 hereto includes the list of ------------ all Required Contractual Consents.
Sample 1
Required Contractual Consent has the meaning set forth in SECTION 4.13(E)
Sample 1

Related to Required Contractual Consent

  • Required Consent has the meaning set forth in Section 4.4.

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

  • Material Consents as defined in Section 7.3.

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Required Governmental Approvals means the Company Required Governmental Approvals and the Parent Required Governmental Approvals.

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Contractual Requirement shall have the meaning provided in Section 8.3.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • EU Standard Contractual Clauses means: (i) the standard contractual clauses adopted by the European Commission on 4th June 2021 or (ii) such other standard contractual clauses that are approved by the European Commission for Controller to Processor transfers of Personal Data to a third country which has not received an EU Adequacy Decision (and are subsequently incorporated into the DPA). GDPR means the EU General Data Protection Regulation being Regulation (EU) 2016/679.

  • Governmental Authorization means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

  • Required Permits shall have the meaning set forth in Section 6.24.

  • Environmental Authorization Any license, permit, order, approval, consent, notice, registration, filing or other form of permission or authorization required under any Environmental Law.

  • Required Coupon With respect to the Mortgage Loans in Loan Group 1 and Loan Group 2, 6.00% per annum.

  • Necessary preconstruction approvals or permits means those permits or approvals required under federal air quality control laws and regulations and those air quality control laws and regulations which are part of the applicable State Implementation Plan.

  • Extra Contractual Obligations shall be defined as those liabilities not covered under any other provision of this Contract and that arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Prior authorization means that we must approve the Services in advance in order for the Services to be covered.