Seller Consent definition

Seller Consent shall have the meaning set forth in Section 4.3. --------------

Seller Consent means (i) any Governmental Authorization set forth or required to be set forth on Section 3.3 of the Disclosure Schedule or (ii) any approval, consent, ratification, waiver or other authorization (including any Governmental Authorization) necessary to cure, remedy or waive any default, violation or conflict, or relinquish any rights, set forth or required to be set forth on Section 3.3 of the Disclosure Schedule.

Seller Consent the written consent of Kaupthing and the Management Sellers’ Representative “Sellers”: Kaupthing and the Management Sellers “Sellers’ Solicitors”: CMS Xxxxxxx XxXxxxx LLP of Xxxxxx Place, 00 Xxxxxx Xxxxxx, London EC4N 6AF (Ref: 134320.00003) “Sellers’ Solicitors’ Account”: the account details provided to the Purchaser’s Solicitors by the Sellers’ Solicitors “Service Companies”: means each of Kaldi SLF and Xxxxxxxx SLF, being the service providers under the Consultancy Contracts “Shares”: the A Ordinary Shares, the B Ordinary Shares, the C Ordinary Shares, the D Ordinary Shares, the E Ordinary Shares and the F Ordinary Shares “Subsidiaries”: is as defined in the Warranty Deed EXHIBIT 10.22 Execution Copy “subsidiary”: a subsidiary within the meaning of section 1159 Companies Xxx 0000 but in addition as if that section provided that its members are deemed to include any other body corporate whose rights in relation to it are held on behalf of that other body corporate or by way of security by another person but are treated for the purposes of that section as held by that other body corporate “subsidiary undertaking”: a subsidiary undertaking within the meaning of section 1162 Companies Xxx 0000 but in addition as if that section provided that its members are deemed to include any other undertaking whose rights in relation to it are held by way of security by another person but are treated for the purposes of that section as held by that other undertaking “Sum Recovered”: is as defined in Clause 8.6 (Limitations of Sellers’ Liability) “Termination Letters”: the letters terminating the consultancy arrangements between the relevant Group Company and each of the Service Companies and Lauberhorn Consulting Limited in the agreed form “Taxation” or “Tax”: is as defined in the Warranty Deed “Tax Authority”: is as defined in the Warranty Deed “Tax Escrow Accounts” means the WHT Escrow Account, the Group Relief Escrow Account and the Consultancy Escrow Account “Transaction Documents”: this Agreement, the Warranty Deed and the other documents in the agreed form or to be entered into or delivered pursuant to any of the foregoing “Warranties”: the warranties set out in clause 7 (Warranties) “Warranty Claim”: has the meaning set out in the Warranty Deed “Warranty Deed”: the warranty deed to be entered into by the Management Warrantors and the Purchaser simultaneously with this Agreement “Warranty Escrow Account”: the interest-bearing account named the ‘Project Hekla Warra...

Examples of Seller Consent in a sentence

• In connection with seeking or obtaining any Required Seller Consent, neither ResCap nor any of its controlled Affiliates shall consent to the imposition of any limitations, restrictions or conditions applicable to Buyer, Subsidiary or any of the Subject Assets (including any modification of the MSRAs).

• Without limiting the generality of the foregoing, ResCap shall use commercially reasonable efforts to obtain, prior to the Closing Date, all Required Seller Consents; provided, that, ResCap shall not have any obligation to pay any material fee to any Person for the purpose of obtaining any Required Seller Consent or any material costs and expenses of any Person resulting from the process of obtaining any Required Seller Consent.

• The Bank, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors of each of the Melrose Parties (the “Plan”), intends to convert from the mutual form of organization to the stock holding company form of organization (the “Conversion”).

• Seller and Shareholder hereby agree to use their best efforts to obtain each Seller Consent, and Buyer hereby agrees to use its best efforts to obtain each Buyer Consent, in each case as promptly as practicable hereafter.

• In the event that Seller fails to obtain any such Seller Consent, Purchaser may elect to treat the underlying Customer Agreement as an Excluded Asset for all purposes of this Agreement.

More Definitions of Seller Consent

Seller Consent has the meaning assigned to such term in Section 3.04(c). "Seller Indemnified Parties" has the meaning assigned to such term in Section 11.03.

Seller Consent means a Consent of any party (other than a Seller, Pipeline Seal U.K., or a Seller Foreign Subsidiary) to any Material Contract required by the terms of such Contract or under Law as a condition to the assignment and transfer to the Buyer Entities of the rights of the Seller, Pipeline Seal U.K., and the Seller Foreign Subsidiaries thereunder.

Seller Consent. A Seller Estoppel, Agreement and Consent to Mortgage.

Seller Consent means the written consent of the Seller for the collateral assignment by the Borrower to the Lender of all rights of the Borrower to indemnification under the Acquisition Agreement.

Seller Consent means all of the Consents necessary for Sellers to consummate the Closing.

Seller Consent means any notice, consent, approval, order or authorization of, or registration, declaration or filing with, any Authority or any third party is required in connection with Seller’s execution and delivery of this Agreement or its performance of the terms hereof.

Seller Consent the written consent of Kaupthing and the Management Sellers’ Representative