Third Person Consents definition

Third Person Consents means any approval, consent, amendment or waiver of a Person, other than a wholly owned Subsidiary of the Parent, that is required under any Organizational Document relating to the Parent, the Seller or any member of either Company Group or the Acquiror or any Buyer or under any contract to which any of the foregoing is a party or by which any of them or any of their properties or assets is bound in order to effect the transactions contemplated hereby or any part thereof, including waivers and consents by lenders and waivers of Transfer Restrictions.
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Third Person Consents means any approval, consent, amendment or waiver of a Person, other than a wholly owned Subsidiary of a Seller Company or a Buyer Party, that is required (x) under any Organizational Document relating to any Seller Company, any Buyer Party or under any Material Contract (other than a Material Contract set forth on Schedule A-1 to Sellers' Disclosure Letter) in order to effect the transactions contemplated hereby or any part thereof or (y) under any Material Contract set forth on Schedule A-1 to the Sellers' Disclosure Letter to assign such Contracts to U.S. Buyer at Closing.
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Examples of Third Person Consents in a sentence

  • Except as otherwise expressly set forth herein, Sellers shall be solely responsible for the payment of all third party transfer fees and other costs, fees and expenses, if any, necessary to secure any Third Person Consents or otherwise effect the transfer of any Assigned Contracts from Sellers to Buyers.

  • Prior to the Closing, Sellers will take all commercially reasonable actions (including obtaining Third Person Consents or negotiating separate agreements) to cause the rights and obligations under the Affiliate Contracts and the Shared Contracts (to the extent related to the Business) to be fully available to the Millennium Inorganic Companies after the Closing.

  • In the absence of such Third Person Consents, Buyer and Seller agree to the alternative contractual arrangements described in Section 8.3(c)(i) of the Disclosure Schedule and Buyer acknowledges that such alternative contractual arrangements satisfy the closing condition set forth in Section 8.3(c) of the Stock Purchase Agreement to the extent applicable to such Third Person Consents.

  • Within three (3) Business Days following the Execution Date, Buyer shall deliver to the Sellers a form of notice and a form of consent for purposes of giving such notices to third Persons and obtaining such Third Person Consents pursuant to this Section 7.2(b).

  • The provisions of Section 7.5 shall apply to any Third Person Consents required under any Affiliate Contract or Shared Contract that is not obtained at or prior to Closing.

  • Upon the request of Buyer, Seller shall reasonably cooperate with Buyer in connection with the issuance, reissuance or transfer to Buyer of all Permits and Rights-of-Way and the receipt of all Third Person Consents necessary for the continued operation of the Acquired Assets after the Closing.

  • Buyer and Seller acknowledge that the Third Person Consents relating to the first and second Seller Contracts listed in Section 8.3(c) of the Disclosure Schedule have not been obtained at the time of the Closing.

  • Buyer and Sellers shall each timely give or cause to be given all notices to third Persons and use commercially reasonable efforts to obtain all Third Person Consents (i) set forth on Schedules 3.3(a), 4.3(a) and 5.3(a) or (ii) required under any Material Contract, Affiliate Contract or Shared Contract in connection with the consummation of the transactions contemplated hereby.

Related to Third Person Consents

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

  • Third Person has the meaning set forth in Section 11.3.

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

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

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

  • 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):

  • Necessary Consents means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use;

  • Third Person Claim has the meaning specified in Section 11.4(a).

  • 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;

  • Governmental Authorizations means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

  • Governmental Entities has the meaning ascribed to it in the Purchase Agreement.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

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

  • Material Consents as defined in Section 7.3.

  • Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.”

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Governmental Authorities means any nation, government, province, state, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any government or any political subdivision thereof, court, tribunal, arbitrator, the governing body of any securities exchange, and self-regulatory organization, in each case having competent jurisdiction (with each of such Governmental Authorities being referred to as a “Governmental Authority”).

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower or any Subsidiary required by any Environmental Requirement.

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.

  • Requisite Consents means all approvals, permissions and consents (whether statutory or otherwise) required from time to time from parties other than the Consultees in respect of the works or activities covered by a Proposal;

  • Consents means all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties, domestic or foreign, necessary to carry on any Borrower's business, including, without limitation, any Consents required under all applicable federal, state or other applicable law.

  • PUC means any state regulatory agency or body that exercises jurisdiction over the rates or services or the ownership, construction or operation of any network facility or long distance telecommunications systems or over Persons who own, construct or operate a network facility or long distance telecommunications systems, in each case by reason of the nature or type of the business subject to regulation and not pursuant to laws and regulations of general applicability to Persons conducting business in such state.

  • Governmental Entity means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

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

  • Governmental contract means a contract awarded by a governmental entity for general construction, an improvement, a service, or a public works project for a purchase of supplies, materials, or equipment. The term includes a contract to obtain a professional or consulting service subject to Government Code, Chapter 2254.