Required Consents and Authorizations Sample Clauses

Required Consents and Authorizations. Seller shall have received (and shall have furnished copies thereof to Buyer) all consents and authorizations of third parties required to transfer the Contracts, Leases and Easements and Permits for which consent is required, and which if not obtained would reasonably result in a Material Adverse Effect; provided, however, if such consents are not obtained, Seller will use reasonable efforts to provide an alternative mechanism to provide Buyer the value of such Contracts, Leases and Easements and Permits until Buyer obtains the consents.
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Required Consents and Authorizations. Except as is disclosed in Schedule 3.1(c) of the Disclosure Letter, there is no requirement:
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Required Consents and Authorizations. Imation shall use its reasonable best efforts, in cooperation with TDK, to obtain as soon as reasonably practicable after the date of this Agreement, all Required Consents and Governmental Authorizations necessary for the consummation of the transactions contemplated by this Agreement or that could, if not obtained, materially and adversely affect the conduct of the Business by the Relevant Entities as currently conducted, including those listed on Schedule 8.1(d). Imation shall keep TDK fully advised at reasonable intervals of its progress in obtaining such Required Consents and Governmental Authorizations.
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Required Consents and Authorizations. Sellers shall have received (and shall have furnished copies thereof to Purchaser) all consents and authorizations of third parties required to transfer the contracts between Sellers and FedEx Corporation, between Sellers and MLG&W, and relating to Sellers' rights in the Capline and Southcap pipelines; provided however, if such consents are not obtained, Sellers may elect to provide to Purchaser the economic benefit of such contracts until such consents are obtained.
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Required Consents and Authorizations. There is no requirement on the part of Jolokia or the Jolokia Shareholders to obtain any consent, approval or waiver of a third party to complete the transactions contemplated by this Agreement. There is no requirement on the part of Jolokia or the Jolokia Shareholders to make any filing with or give any notice to any Governmental Authority, or obtain any authorization, in connection with the completion of the transactions contemplated by this Agreement.
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Required Consents and Authorizations. There is no requirement to make any filing with, give any notice to, or obtain any Authorization or Consent of, any Governmental Entity or Person as a condition to the lawful completion of the transactions contemplated by this Agreement, except for the filings, notifications, Authorizations and Consents described in Schedule 4.4 and for such Consents and Authorizations the absence of which do not or will not have a Material Adverse Effect.
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Required Consents and Authorizations. All Required Consents and Authorizations, including those that Purchaser must obtain independently from any assignment by Vendor, shall have been obtained on terms acceptable to Purchaser, acting reasonably.
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Required Consents and Authorizations. Seller shall have received all consents, Authorizations, orders and approvals from the Persons referred to in Section 3.1.3 of the Disclosure Schedules and Buyer shall have received all consents, Authorizations, orders and approvals from the Persons referred to in Section 3.2.3, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order or approval shall have been revoked.
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Required Consents and Authorizations. Seller shall have received (and shall have furnished copies thereof to Buyer) all consents and approvals of third parties required to transfer any Contracts for which consent or approval is required, except where the failure to obtain such consent or approval would not have a Material Adverse Effect, and provided Seller is unable to provide Buyer with the economic and functional benefits of such Contracts pursuant to Section 8.02(b). Without limiting the generality of the preceding, Seller shall have received (and shall have furnished copies thereof to Buyer) such consents and approvals as necessary for the transfer and assignment of the Commitments set forth in Schedule 11.09.
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Related to Required Consents and Authorizations

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Filings and Authorizations The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as currently conducted.

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Licenses, Permits and Authorizations The related Mortgagor has represented in the related Mortgage Loan documents that, and to the actual knowledge of the Seller, as of the date of origination of such Mortgage Loan, all material licenses, permits and authorizations then required for use of the related Mortgaged Property by such Mortgagor, the related lessee, franchisor or operator have been issued and were valid and in full force and effect.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

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