Consents; Estoppel Certificates Sample Clauses

Consents; Estoppel Certificates. The consents described in Exhibit 5.3 hereto, and all other consents required for Seller to perform its obligations hereunder, shall have been obtained in form and substance reasonably satisfactory to Buyer. Buyer shall have received estoppel certificates in form and substance reasonably satisfactory to Buyer from each of the parties to the Operating Agreements and Customer Orders;
Consents; Estoppel Certificates. All consents and approvals of ------------------------------- third parties (including Governmental Entities) required to be obtained by or on the part of the parties hereto or otherwise reasonably necessary for consummation of the transactions contemplated hereby shall have been obtained, and all thereof shall be in full force and effect at the time of Closing.
Consents; Estoppel Certificates. Seller shall use its best ------------------------------- efforts to obtain, as soon as possible and at its expense, all the Required Consents and Franchise Approvals, in form and substance reasonably satisfactory to Buyer. Seller shall notify Buyer in advance of and give Buyer an opportunity to participate in all material contacts with, and provide copies of all correspondence to or from, any franchising authorities in connection with the Authorizations. Buyer shall cooperate with Seller to obtain all Required Consents and Franchise Approvals, but Buyer shall not be required to agree to any changes in, or the imposition of any condition to the transfer to Buyer of, any Contract or Authorization as a condition to obtaining any Required Consent or Franchise Approval. Seller also shall use reasonable efforts to obtain, at its expense, such estoppel certificates or similar documents from lessors and other Persons who are parties to Contracts as Buyer may reasonably request. Seller shall obtain an acknowledgement from Florida Cellular Telephone Company that Seller is not in breach of the noncompetition provision of the sublease with Florida Cellular Telephone Company, as a result of Seller's operation of the Paging Business.
Consents; Estoppel Certificates. All consents and waivers (including, without limitation, waivers of rights of first refusal) from third parties necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, other than such consents and waivers from third parties, which, if not obtained, would not result, individually or in the aggregate, in a Buyer Material Adverse Effect or a Seller Material Adverse Effect, and Seller shall have obtained estoppel certificates in the form attached hereto as Exhibit D from (i) each ground lessor identified in Schedule 2.11(l), (ii) nine of the 10 largest tenants in the properties identified on Exhibit B (measured by annual base rental obligations) and (iii) 75% of the remaining tenants in those properties (measured by rentable square footage, excluding the square footage rented to the nine tenants referred to in clause (ii), above (the estoppel certificates referred to in this sentence collectively, the "Estoppel Certificates").
Consents; Estoppel Certificates. Any and all approvals, consents or other authorizations (collectively, the "Consents") of third parties reasonably determined by Buyer to be necessary to Sellers transfer of the Ownership Interests to Buyer free and clear of all Liens. Without limiting the foregoing, Sellers shall collect and deliver to Buyer in accordance with Section 3 below, an estoppel certificate (collectively, the "Estoppel Certificates"), together with and any and all Consents required under: (i) that certain Letter Agreement dated May 24, 2017 between ANR and TruMed Dispensaries, the tradename of AZ Compassionate Care Inc., an Arizona non-profit corporation and an Arizona licensed dispensary (collectively, "TruMed"), regarding cultivation of Marijuana for TruMed Dispensaries (the “TruMed Agreement”); and (ii) each of the Leases.
Consents; Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain the Consents without any change in the terms or conditions of any Assumed Contract or License, provided, however, that Seller’s failure to obtain any Consent shall not constitute a breach of this Agreement so long as Seller shall have used commercially reasonable efforts to obtain such Consent. Seller shall use commercially reasonable efforts to obtain from each landlord under the Real Property Leases an estoppel certificate in the form of Schedule 5.10, provided, however, that Seller’s failure to obtain any estoppel certificate shall not constitute a breach of this Agreement so long as Seller shall have used commercially reasonable efforts to obtain such estoppel certificate. Seller shall promptly advise Buyer of any difficulties experienced in obtaining any of the Consents or estoppel certificates and of any conditionsproposed, considered, or requested for any of the Consents or estoppel certificates. Buyer shall use commercially reasonable efforts to assist Seller in obtaining the Consents and estoppel certificates, including, without limitation, executing such assumption instruments and other documents as may be reasonably required in connection with obtaining the Consents and estoppel certificates.