Required Third Party Consent definition

Required Third Party Consent shall have the meaning set forth in Section 2.2(a).
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Required Third Party Consent means each consent required as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, under any Commitment (as defined in Article 4.04(a) hereof that involves an annual payment by or to Seller exceeding $2,500.00;
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Required Third Party Consent is defined in Section 8.2(a).
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Examples of Required Third Party Consent in a sentence

  • Prior to the Closing, (i) Seller shall, and shall cause its Affiliates to, use reasonable best efforts to obtain, at Seller’s sole cost and expense, any other consents and approvals that may be required from Third Parties other than any Governmental Authority in connection with the transactions contemplated by the Transaction Agreements (“Required Third Party Consents”) and (ii) Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such Required Third Party Consent.

  • All of the consents, approvals, authorizations, licenses and waivers from non-Government Entities set forth on Schedule P (collectively, the “Stratex Required Third Party Consents”) shall have been obtained without the payment or provision of any material consideration by Stratex and/or its Subsidiaries and Stratex shall have provided reasonable evidence of such receipt of the Stratex Required Third Party Consent.

  • Notwithstanding anything to the contrary contained in this Agreement, if Seller has complied with its obligations under this Section 7.03(g) with respect to its efforts to obtain a Required Third Party Consent, then neither party nor any of its Affiliates shall have any Liability to Buyer or any of its Affiliates solely due to the failure to obtain such consent.

  • Seller shall have obtained and shall have delivered to Buyer copies of each of the Required Third Party Consents in accordance with requirements for each such Required Third Party Consent set forth in Schedule 2.9.1.

  • The Administrator shall, or shall cause its applicable Affiliate to, use commercially reasonable efforts to obtain any Required Third Party Consent.

  • The Recipient shall use its commercially reasonable efforts to cooperate and provide such reasonable assistance as may be requested by the Administrator in obtaining any such Required Third Party Consents; provided that, the Administrator shall control all communications and negotiations with any third party from which a Required Third Party Consent is sought to be obtained.

  • If Xxxxxxxx and Xxxxxx Partner mutually agree to pay a monetary consent fee to a Third Party to obtain a Required Third Party Consent from such Third Party, then Merger Partner and Remainco shall each pay fifty percent (50%) of such consent fee.

  • Upon obtaining the Required Third Party Consent such Purchased Asset shall be transferred and assigned to, and assumed by, Buyer hereunder.

  • With respect to any Required Third Party Consent that has not been obtained prior to the Closing, in the event that the Closing occurs, Seller shall continue to use reasonable best efforts to obtain any such Required Third Party Consent after the Closing until either such Required Third Party Consent has been obtained or Seller and Purchaser mutually agree, in good faith, that such Required Third Party Consent cannot reasonably be obtained.

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More Definitions of Required Third Party Consent

Required Third Party Consent means any license, permit, consent or approval necessary from any Person (other than a Governmental Authority or an Affiliate of a Party) for the Administrator to provide, or procure the provision of, or for the Recipient to receive, any
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Required Third Party Consent means any license, permit, consent or approval necessary from any Person (other than a Governmental Authority or an Affiliate of a Party) for the Administrator to provide, or procure the provision of, or for the Recipient to receive, any Administrative Services or any other data or information required to be provided to the Recipient under this Agreement. “Sales and Service Taxes” has the meaning set forth in Section 9.3. “Security Incident” has the meaning set forth in Section 8.3. “Seller” has the meaning set forth in the first recital hereof. “Servicing Standards” has the meaning set forth in Schedule 3.1. “Shared Customer Information” has the meaning set forth in Section 8.7. “Specified Policies” has the meaning set forth in Exhibit E. “Specified Policy Fee” has the meaning set forth in Exhibit E. “Specified Policy Payment” has the meaning set forth in Exhibit E. “Subcontractor” has the meaning set forth in Section 3.2. “Subject Agreements” means the Administration Agreements and the Business Underwriting Agreement. “Tax” or “Taxes” means all income, premium, excise, gross receipts, ad valorem, sales, use, service, value added, employment, payroll, social security, disability, unemployment, workers’ compensation, franchise, profits, gains, property, transfer, payroll, stamp taxes or other similar taxes, customs, duties, fees, assessments or other like governmental charges (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto; provided that, any guarantee fund assessment or escheatment obligation shall not be treated as a Tax. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Tax Returns” means all returns, reports and claims for refunds (including elections, declarations, disclosures, schedules and information returns) required to be supplied to a Tax Authority relating to Taxes and, in each case, any amendments thereto.
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Required Third Party Consent is defined in Section 4.3. “Restrictive Covenant Agreement” is defined in the Recitals. “Rights-of-Way” is defined in Section 4.14(c). “Schedules” means the schedules referenced in this Agreement (other than the Disclosure Schedule) delivered simultaneously with the execution of this Agreement. “SEC” is defined in Section 5.14(a).
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Related to Required Third Party Consent

  • Third Party Consent means any Consent of a Person other than a Governmental Authority.

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

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

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • Required Permit means a Permit (a) issued or required under Laws applicable to the business of Borrower or any of its Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under Laws applicable to the business of Borrower or any of its Subsidiaries or any Drug Application (including without limitation, at any point in time, all licenses, approvals and permits issued by the FDA or any other applicable Governmental Authority necessary for the testing, manufacture, marketing or sale of any Product by any applicable Borrower(s) as such activities are being conducted by such Borrower with respect to such Product at such time), and (b) issued by any Person from which Borrower or any of their Subsidiaries have received an accreditation.

  • Required Party has the meaning set forth in Section 4.3(a) of this Agreement.

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

  • Authorized Third Party means an entity that:

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;