Additional Consents. The Recipient consents to and acknowledges that:
Additional Consents. The optionee consents and acknowledges that:
Additional Consents. Except for the consents, notices and other items set forth on Schedule 5.6 (collectively, the “Buyer Additional Consents”), no filing, registration, qualification, notice, consent, approval or authorization to, with or from any Person (excluding Governmental Authorities) is necessary in connection with the execution and delivery of this Agreement and the Related Agreements by Buyer, or the consummation of the transactions by Buyer contemplated hereby.
Additional Consents. No filing, registration, qualification, notice, consent, approval or authorization to, with or from any Person (excluding Governmental Authorities) is necessary in connection with the execution and delivery of this Agreement and the Related Agreements by Seller, or the consummation by Seller of the transactions contemplated hereby and thereby.
Additional Consents. In addition to the actions described in Section 5.01, the members of the AXP Group and the members of the Ameriprise Group shall cooperate to make all other filings and to give notice to and obtain any Consent required or advisable to consummate the transactions that are contemplated to occur from and after the Effective Time by this Agreement and the Ancillary Agreements.
Additional Consents. In addition to the actions described in Section 6.1, the members of the FNF Group and the members of the JAX Group shall cooperate to make all other filings and to give notice to and obtain any Consent required or advisable to consummate the transactions that are contemplated to occur from and after the Effective Time by this Agreement and the Ancillary Agreements.
Additional Consents. To the extent that the consent of any Person signatory hereto is required in connection with this Amendment (or the issuance of any Units contemplated by this Amendment) pursuant to any agreement with the Company (whether in such Person’s capacity as a Member, a lender, a warrant holder, a note holder, or otherwise), such consent is hereby granted by such Person in all such capacities. To the extent that any Person signatory hereto would otherwise be entitled to preemptive rights, anti-dilution protection, or other similar rights as a result of the execution and delivery of this Amendment or the Company’s performance of the transactions contemplated thereby (including the issuance of any Units contemplated by this Amendment), such rights are hereby waived.
Additional Consents. In addition to the actions described in Section 5.02, the members of the EWS Group and the members of the SNI Group shall cooperate to make all other filings and to give notice to and attempt to obtain any Consent required or advisable to consummate the transactions that are contemplated to occur from and after the Effective Time by this Agreement and the Ancillary Agreements.
Additional Consents. Upon request of the Company or if different, the Participant’s employer, the Participant agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Participant’s employer) that the Company and/or the Participant’s employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant may not be able to participate in the Plan if he or she fails to provide any such consent or agreement requested by the Company and/or the Participant’s employer.
Additional Consents. In the event that any ERISA Client whose contract either prohibits assignment or terminates by its terms upon consummation of the transactions contemplated hereby did not Consent at or prior to the Closing (and Buyer in its sole discretion did not elect to treat such Client as having Consented at the Closing), then (a) such ERISA Client shall be treated, for purposes of calculating the Purchase Price, as having withdrawn its assets, but the Company may continue to provide services to such ERISA Client, subject in each case to the provisions of this Section 1.6, and an appropriate modification of the LLC Agreement shall be made to allocate revenues attributable to such contract of such Client for the sole benefit of the Non-Manager Members (subject to reallocation as provided in clause (b) below) and (b) if as of the date that is six (6) months after the date of the Closing, such Client remains a Client of the Company and has made payments of advisory fees to the Company since the Closing, then such Client shall remain a Client of the Company thereafter, all revenues attributable to such contract of such Client since the Closing shall be reallocated for the benefit of all Members of the Company and Gross Revenues shall be recalculated, with appropriate adjustments (consistent with the methodology set forth in Section 1.2 and based upon the revenues attributable to such contract of such Client at the Closing) made to the Purchased Percentage and the Free Cash Flow Percentage as determined by the mutual agreement of the Partners and Buyer, unless (i) Buyer and the Partners agree otherwise or (ii) Buyer so determines and the Partners are unable to provide Buyer with an opinion of counsel reasonably satisfactory in form and substance to Buyer to the effect that under applicable law, an agreement between the Company and the Client substantially in accordance with the terms of the written agreement in effect immediately prior to the Closing is in full force and effect and is valid, binding and enforceable.
