Third Party Approval definition

Third Party Approval means any consent, approval, license, permit, order, exemption, franchise, certificate, clearance or authorization obtained or to be obtained from, or any registration, notification, declaration or filing made to or with, or to be made to or with, any third party (other than any Governmental Entity) in connection with the Transactions.

Third Party Approval means any Consent of, with or to any Person other than any Governmental Authority.

Third Party Approval has the meaning set forth in Section 3.3(b).

Examples of Third Party Approval in a sentence

• Notwithstanding the foregoing, neither Party shall be required to incur any Liabilities or provide any financial accommodation, in order to obtain any such Third Party Approval with respect to the transfer or assignment of any Non-Assignable Asset for the benefit of the Party to whom such Non-Assignable Asset is contemplated to be transferred under this Agreement (the “Receiving Party”).

• Without limiting the foregoing, at the reasonable request and expense of the other Party, each Party shall cooperate with the other to enforce any rights or remedies the Party or its Subsidiaries may have with respect to any asset the transfer of which is delayed or not completed whether as a result of a required Governmental Approval and/or Third Party Approval or otherwise.

• To the extent that any Third Party Approval has not been obtained prior to Closing, for up to one hundred and eighty (180) days after the Closing Date, Buyer and Seller shall use their commercially reasonable efforts, at either Party’s request, to endeavor to obtain such Third Party Approvals.

• Notwithstanding the foregoing, in the case of any Third Party Approval, in no event shall Citigroup or Morgan Stanley be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 4.3(a) (it being agreed that any such payments shall be borne by the Company).

• To the extent that any Third Party Approval or Permit Approval has not been obtained prior to the Relevant Closing Date, for up to twelve (12) months after the Relevant Closing Date, each of Sapphire and Buyer shall, and shall cause each of its respective Affiliates to, use its reasonable best efforts to obtain such Third Party Approval or Permit Approval.

More Definitions of Third Party Approval

Third Party Approval has the meaning given in clause 4.1(g).

Third Party Approval means any consent, agreement, sublicense, approval, authorization, action, notice, estoppel certificate or waiver of, to or by any third party (other than a Governmental Entity).

Third Party Approval means an approval in writing to the satisfaction of the Purchaser and the Sellers from any third party (including, without limitation, the Operators but excluding the Lenders) from whom consent is required with respect to the transfer of the Sale Shares to the Purchaser as contemplated under this Agreement, only to the extent as set out in Schedule IV;

Third Party Approval means any consent, approval, Order, authorization or waiver of, or notification to, any Person (including consents or approvals of any Governmental Authority but excluding (a) the Mandatory Regulatory Approvals, (b) the Business Employee Approvals, (c) consents, approvals or waivers from Seller or any of its Subsidiaries, or (d) consents, approvals or waivers in connection with Business Guarantees) necessary to consummate the sale, transfer, conveyance, assignment or delivery or attempted sale, transfer, conveyance, assignment or delivery to Buyer or a Buyer Designee of any Transferred Interest or Transferred Asset and/or the assumption or attempted assumption of any Assumed Liabilities or any claim or right or any benefit arising thereunder or resulting therefrom, in each case as contemplated by this Agreement.

Third Party Approval means any consent, approval, Order, authorization or waiver of, or notification to, any Person (including consents or approvals of any Governmental Authority but excluding (a) the Mandatory Regulatory Approvals, (b) the Business Employee Approvals, (c) consents, approvals or waivers from Seller or any of its Subsidiaries, or (d) consents, approvals or waivers in connection with Business Guarantees) necessary to consummate the Reorganization and all other steps necessary for Closing, including the sale, transfer, conveyance, assignment, delivery or assumption, as applicable, of the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities.

Third Party Approval means the approval of any Person other than a Governmental Authority or a JV Company.

Third Party Approval shall have the meaning set forth in Section 6.02(d).