A Consent Sample Clauses

A Consent. Pending Contract will become a "Consent-Denied Contract" if, ----------------------- prior to the date which is 180 days after the Closing Date, any party to such Contract other than Seller or Buyer expressly terminates Buyer's enjoyment of the rights and benefits pursuant to such Contract on the ground that such party's Consent to the assignment of the Companies' rights under such Contract to Buyer pursuant to this Agreement has not been obtained, or if such Consent- Pending Contract remain a Consent-Pending Contract on the date which is 180 days after the Closing Date. Any such Consent-Pending Contract will remain a Consent-Denied Contract unless and until each Consent which is required to be obtained in order to permit the assignment of the Companies' rights under such Contract pursuant to this Agreement has been obtained; provided that no Consent- -------- Denied Contract will cease to be a Consent-Denied Contract after the date which is 180 days after the Closing Date. In addition, at Buyer's request, Seller will cooperate with Buyer to the extent reasonably necessary to enforce all rights under each Consent-Pending Contract.
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A Consent. Pending Contract becomes a "Consent-Denied Contract" if (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any party to such Contract other than the Sellers or the Buyer expressly terminates the Buyer's enjoyment of the rights and benefits pursuant to such Contract on the ground that such party's consent to the assignment of the Sellers' rights under such Contract pursuant to this Agreement has not been obtained. In addition, at the Buyer's request, the Sellers will cooperate with the Buyer to the extent reasonably necessary to enforce all rights under each Consent-Pending Contract.
Sample 1
A Consent. Pending Contract becomes a "Consent-Denied Contract" if (i) such Contract terminates according to its terms by reason of a breach of such Contract which occurred prior to the Closing or (ii) any party to such Contract other than the Sellers or the Buyer expressly terminates the Buyer's enjoyment of the rights and benefits pursuant to such Contract on the ground that such party's consent to the assignment of the Sellers' rights under such Contract pursuant to this Agreement has not been obtained.
Sample 1

Related to A Consent

  • AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Governmental Consent, etc No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Securities, or the consummation of any other transaction contemplated hereby, except as may be required by applicable securities laws.

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Consent Required The affirmative vote, approval, consent or ratification of the Manager shall be required to:

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