Common use of Consent Procedure Clause in Contracts

Consent Procedure. In the event Seller is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Seller shall deliver to Buyer, as set forth in Section 6.5, or any other individual as may be specified by Buyer as replacing him or her (either such individual set forth in Section 6.5 or any subsequent replacement thereof, the “Consent Request Contact”) a written request for consent (a “Consent Request Notice”), setting forth sufficient detail regarding the facts and circumstances of such proposed action (including all financial and background information) to enable Buyer to make a reasonably informed decision with respect to such request for consent. Buyer shall only have been deemed to have provided its written consent to any action for purposes of Section 3.4 hereof if the Consent Request Contact has delivered to Seller a copy of the Consent Request Notice with respect to such action which has been countersigned by Buyer. Buyer agrees to use reasonable efforts to cause a decision as to whether or not to grant its consent to any proposed action to be made within 30 calendar days after delivery of a conforming Consent Request Notice with respect thereto to the Consent Request Contact, but the failure to act within such time period shall not in any way affect Buyer’s rights under Section 3.4 or any party’s other rights or obligations under this Agreement. The parties hereto agree that any consent granted with respect to any action in accordance with this Section 3.5 shall be deemed to have been provided for all other purposes for which the consent of Buyer may be required with respect to such action under this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (American International Group Inc)

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Consent Procedure. In the event Seller is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Seller shall deliver to Buyer, as set forth in Section 6.5, or any other individual as may be specified by Buyer Xxxxx as replacing him or her (either such individual set forth in Section 6.5 or any subsequent replacement thereof, the “Consent Request Contact”) a written request for consent (a “Consent Request Notice”), setting forth sufficient detail regarding the facts and circumstances of such proposed action (including all financial and background information) to enable Buyer to make a reasonably informed decision with respect to such request for consent. Buyer shall only have been deemed to have provided its written consent to any action for purposes of Section 3.4 hereof if the Consent Request Contact has delivered to Seller a copy of the Consent Request Notice with respect to such action which has been countersigned by Buyer. Buyer Xxxxx agrees to use reasonable efforts to cause a decision as to whether or not to grant its consent to any proposed action to be made within 30 calendar days after delivery of a conforming Consent Request Notice with respect thereto to the Consent Request Contact, but the failure to act within such time period shall not in any way affect Buyer’s rights under Section 3.4 or any party’s other rights or obligations under this Agreement. The parties hereto agree that any consent granted with respect to any action in accordance with this Section 3.5 shall be deemed to have been provided for all other purposes for which the consent of Buyer may be required with respect to such action under this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement

Consent Procedure. In the event Seller Parent is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Seller Parent shall deliver to Buyer, as set forth in Section 6.5, or any other individual as may be specified by Buyer as replacing him or her (either such individual set forth in Section 6.5 or any subsequent replacement thereof, the “Consent Request Contact”) a written request for consent (a “Consent Request Notice”), setting forth sufficient detail regarding the facts and circumstances of such proposed action (including all financial and background information) to enable Buyer to make a reasonably informed decision with respect to such request for consent. Buyer shall only have been deemed to have provided its written consent to any action for purposes of Section 3.4 hereof if the Consent Request Contact has delivered to Seller Parent a copy of the Consent Request Notice with respect to such action which has been countersigned by Buyer. Buyer agrees to use reasonable efforts to cause a decision as to whether or not to grant its consent to any proposed action to be made within 30 calendar days after delivery of a conforming Consent Request Notice with respect thereto to the Consent Request Contact, but the failure to act within such time period shall not in any way affect Buyer’s rights under Section 3.4 or any party’s other rights or obligations under this Agreement. The parties hereto agree that any consent granted with respect to any action in accordance with this Section 3.5 shall be deemed to have been provided for all other purposes for which the consent of Buyer may be required with respect to such action under this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement, Limited Liability Company Agreement (American International Group Inc)

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Consent Procedure. In the event Seller Parent is required to obtain the consent of Buyer with respect to any proposed action pursuant to Section 3.4 hereof, Seller Parent shall deliver to Buyer, as set forth in Section 6.5, or any other individual as may be specified by Buyer Xxxxx as replacing him or her (either such individual set forth in Section 6.5 or any subsequent replacement thereof, the “Consent Request Contact”) a written request for consent (a “Consent Request Notice”), setting forth sufficient detail regarding the facts and circumstances of such proposed action (including all financial and background information) to enable Buyer to make a reasonably informed decision with respect to such request for consent. Buyer shall only have been deemed to have provided its written consent to any action for purposes of Section 3.4 hereof if the Consent Request Contact has delivered to Seller Parent a copy of the Consent Request Notice with respect to such action which has been countersigned by BuyerXxxxx. Buyer Xxxxx agrees to use reasonable efforts to cause a decision as to whether or not to grant its consent to any proposed action to be made within 30 calendar days after delivery of a conforming Consent Request Notice with respect thereto to the Consent Request Contact, but the failure to act within such time period shall not in any way affect Buyer’s rights under Section 3.4 or any party’s other rights or obligations under this Agreement. The parties hereto agree that any consent granted with respect to any action in accordance with this Section 3.5 shall be deemed to have been provided for all other purposes for which the consent of Buyer may be required with respect to such action under this Agreement.

Appears in 1 contract

Samples: Purchase Agreement

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