Outstanding Consents Sample Clauses

Outstanding Consents. With respect to each Acquired Contract for which consent is required from a third party in connection with the consummation of the transactions contemplated hereby that has not been obtained prior to the Closing (each a “Post-Closing Consent”): the Buyer and the Seller Parties acknowledge and agree that during the period beginning on the Closing Date and ending at such time as the Post-Closing Consent is received (at which time such Acquired Contract shall automatically be assigned to Buyer without any further action of the parties hereto), (a) such Acquired Contract shall not be assigned to Buyer and shall be deemed to be an Excluded Contract; (b) the Parties shall work together in good faith and use commercially reasonable efforts to obtain such Post-Closing Consent; and (c) the Parties shall take all necessary action to provide to Buyer all of the economic benefits, liabilities, costs and expenses under any such Acquired Contract until such time as the Post-Closing Consent is obtained, or until such Acquired Contract expires or is terminated; provided, that, any actions taken pursuant to this Section 7.11 shall not involve any out-of-pocket payments by any of the Parties or any of their respective Affiliates in order to obtain such Post-Closing Consents. In connection with any such arrangements, Buyer and Seller will each abide by the terms and conditions set forth in the applicable Acquired Contract and, subject to the arrangement contemplated by this Section 7.11, will reimburse each other for payments made to or received from counterparties on behalf of each other pursuant to the terms of the applicable Acquired Contracts, will reasonably act to provide 4832-2222-1976\19 that the other party is put in the same economic position with respect to the Acquired Contract as if the relevant consent or other action had been obtained at the Closing. Notwithstanding the foregoing, nothing in this Section 7.11 shall be deemed to limit Buyer’s rights under the Closing conditions set forth in Section 8.2. Once a consent Post-Closing Consent is received Buyer and Seller will jointly prepare, execute and deliver in good faith such document(s), if any, as Buyer and Seller deem reasonably necessary to evidence the assignment of such Acquired Contract.
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Outstanding Consents. Xxxxxxx agrees to use its reasonable commercial efforts to obtain the consents set forth on Schedule 3.1(e) hereto, none of which each of World Heart and Newco acknowledges have been obtained as of the date hereof.
Outstanding Consents. Edwards agrees to use its rxxxxxxxle commercial efforts to obtain the consents set forth on Schedule 3.1(e) hereto, none of which each of World Heart and Newco acknowledges have been obtained as of the date hereof.
Outstanding Consents. As of the Closing, the Shareholder has not obtained the third party consents, estoppels, nondisturbance agreements, landlord waivers, contract terminations and Encumbrance (UCC) terminations set forth on Exhibit 5.17 (collectively, the "Outstanding Consents"). With respect to the Outstanding Consents, PentaStar, the Acquiror and the Shareholder agree as follows: (a) the Closing shall occur even though the Outstanding Consents have not been obtained by the Closing; (b) it is the obligation of the Shareholder to obtain the Outstanding Consents, and neither PentaStar nor the Acquiror has waived the obligation of the Shareholder to obtain the Outstanding Consents and to indemnify and hold harmless PentaStar and the Acquiror from any Adverse Consequences which either of them may suffer resulting from, arising out of, relating to or caused by the failure of the Shareholder to obtain any such Outstanding Consent; and (c) the Shareholder shall obtain each Outstanding Consent as soon as practicable after Closing, with the provisions of Section 6.1(c) continuing to apply to such Outstanding Consents.
Outstanding Consents a. Oil and Gas Lease: Midland County, TX: Instrument #2013-9598; Lessor: Bank of America, N.A. and Xxxxxxx X. Xxxxx as Co-Trustees for the Allie Xxxxx Xxxxxxx Trust #2; Property Description S/120 acres of NW/4, Section 32, Block 36, T-1-S
Outstanding Consents. During the Transition Period Seller shall use commercially reasonable efforts to secure, as promptly as practicable and at its own expense, any consents, approvals, waivers and authorizations required in connection with the transactions contemplated by this Agreement, including, without limitation, all Required Consents and Other Consents, to the extent such consents, approvals, waivers and authorizations were not obtained and delivered to Buyer at or prior to the Closing.
Outstanding Consents. 1. An acceptance by the Planning Authority of the Environmental Management and Monitoring Plan covering the Project Works to be constructed in the planning application D27/12.
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Outstanding Consents. Where consent of a third party is required to permit the assignment to the Corporation of the interest of the Vendor in any of the Contracts or Licences in the manner contemplated by this Agreement, and the Purchaser has waived the requirement, if any, for such consent to be delivered on Closing, any such assignment where the required consent has not been received on or before the Closing Date (a "retained asset") will not be effective in each case until the applicable consent has been received and such retained asset shall be held by the Vendor following the Closing in trust for the benefit and exclusive use of the Corporation. The Vendor shall only make use of such retained asset in accordance with the directions of the Corporation.

Related to Outstanding 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.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Lender Consents Without the written consent of each Lender affected thereby, no supplement, amendment, modification, waiver or consent shall: (i) change the currency, outstanding amount (other than the waiver of the Default Margin in the determination of the Interest Rate) or required payment date of any payment of principal, interest, fee or other Obligation due hereunder or under any other Transaction Document; provided, that this subsection shall not apply to the waiver of any Default or Event of Default, even if the foregoing would have such an effect; (ii) change the Commitment (if any) or Loan Amount of such Lender; (iii) release the Lien on any Collateral other than as expressly contemplated by the terms of this Agreement or any other Transaction Document; (iv) change the definition of “Interest Rate”, “Unused Fee”, “Majority Lenders”, “Eligible Receivable”, “Borrowing Base Deficiency”, “Final Maturity Date”, “Settlement Date”, “Commitment Termination Date” or “Required Reserve Account Deposit Amount” (or the definitions used therein); (v) change any provision that expressly requires the consent of, or provides certain rights or powers to, the Majority Lenders; (vi) impair the right of such Lender to institute a suit or take other action against the Borrower to collect the indebtedness owed to it pursuant to the provisions of this Agreement; (vii) change the Facility Limit (or the definition thereof); (viii) change any section hereof specific to a Conduit Lender (with respect to any Lender that is a Conduit Lender); or (x) modify this Section 9.01.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • 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, 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.

  • Requisite Consents The Consents required to be obtained from or made with any third Person (other than a Governmental Authority) in order to consummate the transactions contemplated by this Agreement that are set forth in Schedule 7.1(e) shall have each been obtained or made.

  • Power, Authority, Consents The Borrower has the power to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized by all necessary and proper corporate or other action.

  • 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:

  • FCC Consents The Parent and the Borrower acknowledge that certain transactions contemplated by this Agreement or the Loan Documents, and certain actions which may be taken by the Administrative Agent or the Lenders in the exercise of their rights under this Agreement or the Loan Documents, may require the consent of the FCC. If counsel to the Administrative Agent reasonably determines that the consent of the FCC is required in connection with the execution, delivery and performance of any of the aforesaid documents or any documents delivered to the Administrative Agent or the Lenders in connection therewith or as a result of any action which may be taken pursuant thereto, then during the continuance of an Event of Default the Parent and the Borrower, at their sole cost and expense, shall use their commercially reasonable efforts, and shall cause the Restricted Subsidiaries to use their commercially reasonable efforts, to secure such consent and to cooperate with the Administrative Agent and the Lenders in any action commenced by the Administrative Agent or the Lenders to secure such consent. Neither the Parent nor the Borrower shall take any action, and they shall not permit any of the Subsidiaries to take any action, that interferes with the exercise or completion of the efforts to obtain the consent of the FCC as set forth above, provided that, notwithstanding the foregoing, the Borrower, the Parent and each of their Subsidiaries shall at all times comply in all material respects with all material provisions of the Communications Act and all material FCC Regulations.

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