Material Consents Sample Clauses

Material Consents. Buyer shall have obtained all consents of third parties (relating to the assignment of Contracts) that are material to the consummation of the transactions contemplated in this Agreement (collectively, the “Material Consents”) as specified in Schedule 7.7. The Material Consents shall be in form and substance reasonably satisfactory to Buyer. Buyer shall cooperate in the assumption of the Contracts.

Material Consents. The Sellers shall have received the Consents set forth in Section 5.2(g) of the Seller Disclosure Letter.

Material Consents. The Partnership, General Partner or Subscriber, as applicable, shall have received a duly executed copy of each consent or approval of any Person required for consummation of the transactions hereunder where the failure to obtain such consent or approval would reasonably be expected to result in a Material Adverse Effect, in each case, in form and substance reasonably satisfactory to the Subscriber, each of which shall be in full force and effect as of the Closing Date.

Material Consents. Each of the Material Consents shall have been obtained.

Material Consents. The Company shall have filed and/or obtained (and furnished to the Buyer evidence thereof reasonably satisfactory to the Buyer) the following (each of which shall be required to be in form and substance reasonably satisfactory to the Buyer): (i) any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party relating to or constituting Required Consents, and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; (ii) any and all authorizations, approvals, consents or orders from any Governmental Entity or other third party (including, to the extent permitted by applicable law, the Company or any of the Subsidiaries) necessary or required in order to obtain and maintain in effect for a reasonable period of time following the Effective Time all Liquor Licenses and other permits necessary to maintain continuity of service of alcoholic beverages at each Company Restaurant (in each case, on terms no less favorable than the terms in effect on the date of this Agreement), and such authorizations, approvals, consents and orders shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn; and (iii) other than with respect to (x) the Required Consents and (y) the Liquor Licenses, any and all authorizations, approvals or consents of other third parties (other than with respect to real estate leases or subleases identified on Section 3.9(c) of the Company Disclosure Letter) in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the failure of which to obtain or file would result in or would reasonably be likely to result in, individually or in the aggregate, a Company Material Adverse Effect; and such authorizations, approvals and consents (subject to such exception) shall have become effective and binding in accordance with their terms and shall not have expired or been withdrawn.

Material Consents. All consents, permits and approvals of Governmental Entities and other private third parties listed in Sections 2.4(c) and 2.4(d) of the Company Disclosure Letter shall have been obtained with no adverse conditions attached and no expense imposed on the Company.

Material Consents. Each Consent that is designated by Buyer and Seller on Schedule 3.3 as being a “required consent” shall have been obtained without any material adverse change in the terms or conditions of each License or Contract to which such Consent relates from those in effect on the date hereof.

Material Consents. Schedule 5.4 contains a list of (i) all Consents required in respect of Material Acquired Contracts, and (ii) all Consents required from Governmental Entities (collectively, the “Material Consents”).

Material Consents. The Material Consents issued by Governmental Authorities shall have been obtained.