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. With respect to (i) the Business Contracts and (ii) the Shared Contracts: (i) the Sellers shall use their reasonable best efforts to obtain, prior to Closing, all Third Party Consents (the "Material Consents") necessary to authorize, approve or permit the sale, conveyance, assignment, transfer or continuation of such contracts and of the portion of the Shared Contracts that relates to the Business (the "Shared Contract Business Portion"), provided that: (A) the Purchaser shall diligently assist and cooperate in good faith with the Sellers to obtain the Material Consents by providing any information or otherwise taking (at its cost and expense) any reasonable actions which the Sellers may reasonably request and that do not require Purchaser to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party or to accept any change to any such contracts or portion of Shared Contracts; (B) the Sellers shall not be required to compromise any right, asset or benefit, to expend any amount, to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent and shall not accept any change to any such contracts or Shared Contract Business Portion (other than any changes of an administrative nature required to permit its assignment or transfer to the Purchaser) without the prior written consent of the Purchaser (it being understood and agreed, however, that in the event that the Purchaser shall have (a) consented to a change proposed by a third party and (b) agreed to hold the Sellers harmless from and against the consequences of such change, then the relevant Sellers shall be required to accept such change); and (C) the failure to obtain any or all of such Material Consents shall not entitle the Purchaser to terminate this Agreement or not to complete the transactions contemplated hereby; and (ii) in the event that any Material Consent is not obtained on or prior to Closing, the Sellers shall: (A) provide the Purchaser, no later than three (3) Business Days prior to the Closing Date, with a list of the Material Consents which have not been obtained as of such date; (B) continue to use their reasonable best efforts (on the basis described above) to obtain such Material Consent until the first to occur of (a) the date which is six (6) months after the Closing Date, (b) the date of expiration of the relevant contract (provided that the Sellers shall not be obligated to ...

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

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 (the “Material Consents”).

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