Approvals and Consultations Sample Clauses

Approvals and Consultations. The Merchandise sold and Attractions within The World of Xx. Xxxxx will be designed in consultation with representatives of Xx. Xxxxx Enterprises, and all major Attractions (as well as all Merchandise developed for sale) will be subject to approval of Xx. Xxxxx Enterprises which will not be withheld in an unreasonable manner and will be exercised in a manner so as to permit the development of The World of Xx. Xxxxx in a reasonable manner. Because of the extensive time and effort (as well as cost) involved in designing and constructing theme park attractions, including the multi-million dollar attractions planned for The World of Xx. Xxxxx, approvals need to be granted or denied in a timely manner. Accordingly, if Xx. Xxxxx Enterprises does not respond within two weeks after presentation of a written request for approval, such silence will be deemed an approval; provided, however, that if the exigencies of production or preparing merchandising, advertising or promotional materials require a shorter approval period, Xx. Xxxxx Enterprises will, upon request, use best efforts to respond on an expedited basis. Rejection from Xx. Xxxxx Enterprises will include specific reasons and, to the extent feasible, suggested revisions that would make the submittal acceptable. Xx. Xxxxx Enterprises agrees to keep MCA notified in writing as to which officer and/or agent of Xx. Xxxxx Enterprises is designated to give its consent and/or approval hereunder. Once specific design/development stages (such as storyboards or schematic drawings or artwork for theme park elements and drawing and specifications for items of merchandise) are approved for elements of The World of Xx. Xxxxx and Xx. Xxxxx Merchandise, such elements or merchandise items can continue in development and be deemed approved unless MCA shall make significant deviation in the same. All theme park elements and merchandise will be of the comparable high quality maintained by MCA throughout Universal Studios Florida. Approval rights will be exercised consistent with the following criteria:
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Approvals and Consultations. Consultant shall have the right to approve in writing all uses of Consultant’s respective Publicity Rights provided that: (i) Consultant’s approvals shall not be unreasonably withheld. Notice of intent to exercise this right must be given to Consultant by the Company in writing 5 days prior to implementation for each occasion.
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Approvals and Consultations. Brand Ambassador shall have the right or approval, in writing, to all uses of Brand Ambassador’s respective Publicity Rights provided that: (i) Brand Ambassador’s approvals shall not be unreasonably withheld.
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Approvals and Consultations. In addition to any other approval and consultation rights otherwise provided for herein, Xxxxxx will have the sole approval over the promotion, marketing and advertising of the Picture, the selection of the U.S. distributor, the completion bond company, the material terms of an agreement of the U.S. distribution deal, and all international “take” prices and all material terms of international distribution agreements, the selection of the print and advertising (“P&A”) financier and the agreements of the P&A financier. Xxxxxx will also have sole approval over the take prices for each individual territory, and any replacements of the director, key cast, the production accountant(s) and the line producer and any replacement thereof.
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Approvals and Consultations. 2 III. GRANTS OF RIGHTS AND FINANCIAL TERMS..................................3 A. RIGHTS ACQUIRED ..................................................3
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Approvals and Consultations. Whenever pursuant to this Agreement, either Party is entitled to approve a matter, the Project Manager (designated by written notice delivered to the other Party of the identity of such Project Manager) (the "SES Project Manager" if for SES, and the "MPX Project Manager" if for MPX) for the Party responsible for the matter shall notify the Project Manager of the other Party of the nature of such matter. The Project Managers shall discuss such matter, and each Project Manager is hereby authorized to approve such matter on behalf of his company. In no event shall any such approval be unreasonably withheld. If the MPX Project Manager does not approve a matter, or conditions such approval in a manner not acceptable to SES, then SES may, at its option and after reasonable notice to MPX, either--
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Related to Approvals and Consultations

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the members of the board of directors of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

  • Approvals, Etc The Insurer has received true and correct copies of all approvals, licenses and consents, if any, required in connection with the Transaction;

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Approvals and Notifications To the extent that the transfer or assignment of any Asset, the assumption of any Liability, the Separation, or the Distributions require any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between UTC, Carrier and Otis, none of UTC, Carrier or Otis shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation or agreeing to amended contract terms) to any Person in order to obtain or make such Approvals or Notifications.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Regulatory Matters and Approvals Each of the Parties will give any notices to, make any filings with, and use its reasonable best efforts to obtain any necessary authorizations, consents, and approvals of governments and governmental agencies in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing:

  • Necessary Approvals Each Party shall be responsible for obtaining and keeping in effect all approvals from, and rights granted by, governmental authorities, building and property owners, other carriers, and any other persons that may be required in connection with the performance of its obligations under this Agreement. Each Party shall reasonably cooperate with the other Party in obtaining and maintaining any required approvals and rights for which such Party is responsible.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by HCBF or any of its Subsidiaries in connection with the execution, delivery or performance by HCBF of this Agreement or to consummate the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC and applicable state banking agencies, the Office of the Comptroller of the Currency (the “OCC”), the Florida Office of Financial Regulation (the “FOFR”) and other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of Merger and the filing of documents with the OCC, applicable Governmental Authorities, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective and (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such CenterState Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite HCBF Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by HCBF do not and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing documents of HCBF or any of its respective Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to HCBF or any of its Subsidiaries, or any of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of HCBF or any of its Subsidiaries or to which HCBF or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.

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