Manager Consents Sample Clauses

Manager Consents. (a) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, or do, or cause to be done, all things necessary, proper or advisable, to obtain, as soon as practicable following the date of this Agreement, (i) the consent of the Manager to the lease of the Hotels by the Surviving Partnership to one or two affiliates of the Surviving Partnership ("Lessees"), and the assignment of the Management Agreement to such Lessees, (ii) the consent of the Manager to changes to the Management Agreement, pursuant to amended and restated management agreements between Manager and the Lessees, which changes are identical to the changes made to the Management Agreement, dated March 29, 1988, between Marriott Residence Inn Limited Partnership and Residence Inn by Marriott, Inc. (except for changes with respect to the parties to the agreement and transaction specific information) as reflected in the Amendment and Restatement of Management Agreement by and between Residence Inn by Marriott, Inc., as Manager, and AHM Res I Limited Partnership, dated as of March 29, 2002, and (iii) the waiver by the Manager of any rights it may have under Section 18.01 of the Management Agreement with respect to the transactions (the "Proposed Transactions") contemplated by this Agreement or which are necessary to implement Merger Sub's proposed real estate investment trust structure (collectively, the "Buyer Consents"). Notwithstanding anything to the contrary in this Section 6.11(a), Buyer shall not be obligated to make any payment to the Manager in consideration for the Manager's agreement to grant the Buyer Consents.
Sample 1
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Manager Consents. (a) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, or do, or cause to be done, all things necessary, proper or advisable, to obtain, as soon as practicable following the date of this Agreement, (i) the consent of the Manager to the changes to the Management Agreement listed on Schedule 6.11(a), which changes are deemed necessary by ---------------- Buyer to permit or facilitate Merger Sub's proposed real estate investment trust structure, (ii) the consent of the Manager under Section 17.01 of the Management Agreement to the assignment of the Management Agreement by the Surviving Partnership to an affiliate of the Surviving Partnership and (iii) the waiver by the Manager of any rights it may have under Section 18.01 of the Management Agreement with respect to the transactions (the "Proposed Transactions") contemplated by this Agreement or which are necessary to implement Merger Sub's proposed real estate investment trust structure (collectively, the "Buyer Consents"). Notwithstanding anything to the contrary in this Section 6.11(a), Buyer shall not be obligated to make any payment to the Manager in consideration for the Manager's agreement to grant the Buyer Consents.
Sample 1
Manager Consents. The Seller and the Purchasers agree to use their commercially reasonable efforts to take all necessary actions to obtain the Manager Consent required for the sale and the transfer of the Seller LLC Interest, and otherwise to consummate the transactions contemplated hereby. The parties hereto shall cooperate fully with each other in furnishing any information or performing any action reasonably requested by any such other party, which information or action is necessary to the prompt and successful consummation of the transactions contemplated by this Agreement. Subject to its further rights under this Agreement, each party hereto shall use its commercially reasonable efforts to cause the Closing to occur on or before December 15, 2005, or as soon as practicable thereafter.
Sample 1

Related to Manager Consents

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • 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 Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

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