Seller Required Consent definition

Seller Required Consent has the meaning set forth in Section 2.5.
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Seller Required Consent is defined in Section 4.4.
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Seller Required Consent means each Required Consent required to be obtained by Seller in connection with the execution and delivery of this Agreement and the consummation and performance of the Contemplated Transaction in accordance with this Agreement.
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Examples of Seller Required Consent in a sentence

  • As of the Effective Date, neither Buyer nor any of its Affiliates is a party to any Contract respecting the construction, development, acquisition, ownership or operation of any power facility or related asset that would reasonably be expected to cause a delay in any Governmental Authority’s granting of a Buyer Required Consent or Seller Required Consent, and neither Buyer nor any of its Affiliates has any plans or has engaged in any discussions to enter into any such Contract prior to the Closing Date.

  • Seller shall pay and discharge, and shall indemnify and hold harmless Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such Seller Required Consent whether before or after the Closing Date.

  • The Buyer shall not be required to dispose of or change any portion of its existing business or to incur any other burden expense to obtain a Seller Required Consent and the Seller shall not be required to dispose of or change any portion of its existing business or to incur any other burden expense to obtain a Buyer Required Consent.

  • If obtaining any such Seller Required Consent or any consent in connection with the satisfaction of the condition set forth in Section 8.2(i) will require the payment of consideration to a third party, each of the Seller and the Purchaser shall pay fifty percent (50%) of all such consideration.

  • The Company shall pay and discharge, and shall indemnify and hold harmless the Buyer and its Affiliates from and against, any and all out-of- pocket costs of seeking to obtain or obtaining any such Seller Required Consent in respect of such Material Non-Assignable Contract whether before or after the Closing Date.

  • Nothing contained in this Section 2.7 or elsewhere in this Agreement shall be deemed a waiver by the Buyer of its right to have received on the Closing Date an effective assignment of all of the Purchased Assets or of the covenant of the Seller to obtain all of the Seller Required Consents, nor shall this Section 2.7 or any other provision of this Agreement be deemed to constitute an agreement to exclude from the Purchased Assets any Contracts as to which a Seller Required Consent may be necessary.

  • Section 2.3 of the Purchase Agreement is hereby amended by deleting the words "Required Consent" where they appear in such Section and replacing them with the words "Seller Required Consent".

  • Except for the obligations set forth in this Section 2.7, the Seller Parties shall have no Liability to the Buyer or Parent for failing to obtain any Seller Required Consent.

  • The Seller shall pay and discharge, and shall indemnify and hold harmless the Buyer and its Affiliates from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such Seller Required Consent whether before or after the Closing Date.

  • With respect to any real property lease with a Seller Required Consent, Seller shall use its commercially reasonable efforts to obtain such Seller Required Consent in a form of Assignment and Assumption of Lease mutually agreed upon by Purchaser and Seller, but Seller and Shareholder shall have no liability to Purchaser, including under this Section, if such Seller Required Consents are not obtained, provided that Seller and Shareholder have used commercially reasonable efforts.


More Definitions of Seller Required Consent

Seller Required Consent is defined in SECTION 3.3.
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Related to Seller Required Consent

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

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

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

  • 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;

  • Material Consents as defined in Section 7.3.

  • Governmental Consents has the meaning set forth in Section 3.5.

  • 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.

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

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

  • Third Party Consent means any permission, consent, license, agreement, authorization or “right to use” required, from a third party (whether under a Third Party Agreement or otherwise):

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • 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;

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

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

  • Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.

  • 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.

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

  • Consents, Clearances and Permits means all authorizations, licenses, approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority for the purpose of setting up of the generation facilities and/ or supply of power;

  • Final Approval Order means the proposed Order Granting Final Approval to the Settlement, to be entered by the Court with terms to be agreed upon by the Parties and consistent with this Agreement.

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

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • 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 Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.

  • Project Approvals means all approvals, consents, waivers, orders, agreements, authorizations, permits and licenses required under Applicable Laws or under the terms of any restriction, covenant, easement or agreement affecting all or any applicable Phase of the Project, or otherwise necessary or desirable for the ownership, acquisition, construction, development, equipping, use or operation of the Project.