Common use of Requisite Consents Clause in Contracts

Requisite Consents. Notwithstanding Sections 1 and 2 hereof, as to any Conveyed Asset which cannot be effectively or validly sold, transferred, assigned or conveyed without the consent of a third party, which consent has not been obtained, this Assignment shall be of no force or effect until such requisite consent is obtained, whereupon this Assignment shall become of full force and effect with respect thereto. With respect to those Conveyed Assets that are not conveyed hereunder because of the failure to obtain the consent of a third party, Buyers agrees to reimburse and fully indemnify the Company for the aggregate net costs incurred by the Company with respect to its retention of title to or control over those Conveyed Assets not immediately conveyed to Buyers as of the date hereof. *** Confidential Treatment Requested 1. Exhibit 10.65(a) 4. Quitclaim Transfer to Buyers. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OTHER THAN THE REPRESENTATION THAT IT HAS TAKEN NO ACTION TO DIMINISH, RESTRICT OR BURDEN THE COMPANY’S RIGHTS, TITLE AND INTEREST IN THE CONVEYED ASSETS SINCE THE CLOSING OF THE STOCK PURCHASE. THE COMPANY EXPRESSLY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ASSIGNABILITY OR TRANSFERABILITY OF ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OR ANY OF THEM. SCHEDULE 2, ATTACHED HERETO, IS A LIST OF CONVEYED ASSETS PREPARED PRIOR TO THE STOCK PURCHASE CLOSING FOR INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYERS AS TO THE ACCURACY OR COMPLETENESS OF SCHEDULE 2. 5.

Requisite Consents. Notwithstanding Sections 1 3.1 The Seller and 2 hereof, as to any Conveyed Asset which cannot be effectively or validly sold, transferred, assigned or conveyed without the consent of a third party, which consent has not been obtained, this Assignment Purchaser shall be of no force or effect until such requisite consent is obtained, whereupon this Assignment shall become of full force and effect with respect thereto. With respect to those Conveyed Assets that are not conveyed hereunder because of the failure each use their respective best endeavours to obtain the Requisite Consents and if the Purchaser or relevant Group Member is required by the landlord to give an authorised guarantee agreement (“AGA”) and the landlord is entitled under the relevant lease to require the same, then the Purchaser or relevant Group Member shall join in as a party to the licence which shall include an AGA and an indemnity from the Seller to the Purchaser in respect of the covenants and conditions contained in the relevant lease. 3.2 Where the transfer is to the Seller the Seller shall provide such guarantees, rental deposits or other form of security as the landlord may require and shall use all reasonable endeavours to procure that no AGA or equivalent covenant or guarantee is required to be given by the Purchaser or relevant Group Member. 3.3 Where the Agreement for Lease is granted to the Purchaser the Purchaser shall provide such guarantees, rental deposits or other form of security as the landlord may require. 3.4 The Seller shall supply to the landlord or the Purchaser, as necessary, such references information and assistance as reasonably required by any landlord in accordance with the relevant lease in order to obtain the Requisite Consents. 3.5 The Seller shall pay the proper and reasonable professional fees (being solicitors and surveyors only) of the Purchaser and Mapeley and any landlord incurred in connection with all applications for Requisite Consents. 3.6 If any landlord shall lawfully and reasonably require any works of repair and/or decoration to be carried out pursuant to the terms of the relevant lease prior to the issue of the relevant Requisite Consent then the Seller shall procure that such works are carried out at the expense of the Seller as expeditiously as possible. 3.7 If any Requisite Consent shall not have been obtained in respect of any of the Relevant Properties by 6 months following the Completion Date: (A) the Seller shall make and pursue an application to the Court for a declaration that the Requisite Consent is being withheld unreasonably (where the relevant landlord is not entitled to withhold in such a manner); and (B) the Seller shall apply to the relevant landlord for its consent to an underlease of the Relevant Property to the Seller for a term up to and expiring on the Hold Date or the Expiry Date (whichever is applicable) of the relevant lease and otherwise on the same terms of such lease in which case the expression “Requisite Consent” shall for the purpose of this agreement be deemed to include such application. 3.8 Without limiting the obligations of the Seller under this clause (including without prejudice to the generality of the foregoing clause 2.2) the Purchaser will not object to the completion of the transfer of a third party, Buyers agrees to reimburse and fully indemnify Non-Business Property by a nominee of the Company for the aggregate net costs incurred Seller whether or not a Retained Group Member if so directed by the Company with respect Seller and such transfer shall be to its retention of title to or control over those Conveyed Assets the Seller’s nominee and not immediately conveyed to Buyers as the Seller provided always that notwithstanding the transfer being in the name of the date hereof. *** Confidential Treatment Requested 1. Exhibit 10.65(a) 4. Quitclaim Transfer Seller’s nominee the covenants and obligations in this agreement and in any transfer shall continue to Buyers. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OTHER THAN THE REPRESENTATION THAT IT HAS TAKEN NO ACTION TO DIMINISH, RESTRICT OR BURDEN THE COMPANY’S RIGHTS, TITLE AND INTEREST IN THE CONVEYED ASSETS SINCE THE CLOSING OF THE STOCK PURCHASE. THE COMPANY EXPRESSLY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ASSIGNABILITY OR TRANSFERABILITY OF ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OR ANY OF THEM. SCHEDULE 2, ATTACHED HERETO, IS A LIST OF CONVEYED ASSETS PREPARED PRIOR TO THE STOCK PURCHASE CLOSING FOR INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYERS AS TO THE ACCURACY OR COMPLETENESS OF SCHEDULE 2. 5be given by the Seller.

Requisite Consents. Notwithstanding Sections 1 6.1 SUBJECT to the provisions of Clause 4 hereof the Landlord will apply for and 2 hereof, use all reasonable endeavours to obtain at its own cost all Requisite Consents necessary for the carrying out of the Works as may from time to any Conveyed Asset which time be appropriate both before and throughout the course of the Works 6.2 The Tenant will apply for and use all reasonable endeavours to obtain at its own cost all Requisite Consents for the Tenant's Fit Out Works as may from time to time be appropriate both before and throughout the course of such works 6.3 If a Requisite Consent is refused the Landlord or the Tenant as appropriate will take such action as may be appropriate in order to proceed with the relevant works 6.4 The Landlord and the Tenant will each notify the other of the grant of a Requisite Consent and will deliver a copy thereof to the other 6.5 The Landlord and the Tenant will each obtain the other's approval of its list of trade contractors from whom tenders will be invited for the Works and the Tenant's Fit Out Works respectively 7 Landlord's Obligations with regard to the carrying out of the Works 7.1 THE Landlord will enter into the Building Contract as soon as practicable after the grant of the Planning Consent and will require the Building Contractor to commence the Works as soon as practicable thereafter 7.2 The Landlord will enforce the obligations on the part of the Building Contractor contained in the Building Contract 7.3 The Landlord will enforce the obligations on the part of the Consultants contained in their respective appointments 7.4 The Landlord will at its own cost but subject to the obtaining of all Requisite Consents use all reasonable endeavours to procure the carrying out and completion of the Works:- 7.4.1 In a good and workmanlike manner with good quality materials 7.4.2 In accordance with the Requisite Consents 7.4.3 In accordance with the CONDAM Regulations 7.5 The Landlord will use all reasonable endeavours to procure that the Works are brought to Practical Completion by the Target Completion Date [save insofar as the Works cannot be effectively completed until completion of the Tenant's Fit Out Works] Provided Always that if any delay in commencing or validly sold, transferred, assigned completing the Works shall arise from Force Majeure then provided that the Landlord has used all reasonable endeavours to minimise delay it shall be allowed such extension of time for the carrying out of the Works as may be reasonable and proper having regard to the delay in question and shall be under no liability to the Tenant whether for compensation damages costs or conveyed otherwise in respect of such delays 7.6 The Landlord will:- 7.6.1 Keep the Tenant informed of the progress of the Works and of any material problems or delays affecting the same 7.6.2 Give reasonable prior notice of all Site Meetings to enable the Tenant or its professional advisers to attend and to make representations which the Landlord will act reasonably in taking into account and will following such meetings supply copies of the minutes thereof to the Tenant 7.6.3 Allow the Tenant or its professional advisers on the giving of reasonable prior notice to enter on the Property in order to view the state and progress of the Works provided that in doing so the Tenant and its professional advisers shall not impede or obstruct the progress of the Works nor issue any instructions to the Building Contractor or to any workmen employed in the carrying out of the Works 7.6.4 Give not less than [10] Working Days' notice of the anticipated date of issue of the Certificate of Practical Completion 7.6.5 Permit the Tenant and its professional advisers to inspect the Works prior to the issue of the Certificate of Practical Completion and make representations to the [Architect] as to whether or not it considers Practical Completion of the Works to have taken place provided that the [Architect's] professional discretion shall not be fettered thereby 7.6.6 Provide to the Tenant as soon as reasonably practicable and in any event not later than the Completion Date copies of all service drawings and operating manuals required for the operation of the services within the Building and within one month thereafter with three sets of as-built drawings 7.6.7 On or before the Completion Date procure the removal from the Property of all plant equipment machinery tools materials vehicles and other chattels together with any rubbish belonging to the Landlord or the Trade Contractors and will make good any damage caused to the Property by such removal 8.1 THE Landlord shall be entitled to make Variations without the Tenant's consent where such Variations do not constitute Material Variations but shall not make any Material Variation to the specification of the Works without the written consent of the Tenant such consent not to be unreasonably withheld or delayed 8.2 The Tenant shall not make any Material Variation to the Tenant's Fit Out Works or any Variation which would require the Landlord's consent under the terms of the Lease without the written consent of the Landlord such consent not to be unreasonably withheld or delayed but Provided That the Landlord may refuse to consent to Variations which would not be permitted under the terms of the Lease or would detrimentally affect the value of the Landlord's reversionary interest in the Property 8.3 Where either party wishes to make a third party, which consent has Material Variation it shall give not been obtained, this Assignment less than ten Working Days' notice to the other [addressed to ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Granta Park Limited Granta Park Great ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ for the Landlord and ▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇ Associates at ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ for the Tenant of such intention and the recipient party shall be deemed to have given consent to such variation if it shall not have served written notice of no force or effect until such requisite consent is obtained, whereupon this Assignment shall become of full force and effect with respect thereto. With respect to those Conveyed Assets that are not conveyed hereunder because objection upon the other within [five] Working Days after receipt of the failure said notice 8.4 Any notice of objection given pursuant to obtain Clause 8.3 shall state the consent of a third party, Buyers agrees reasons for such objections and any dispute between the Landlord and the Tenant as to reimburse and fully indemnify the Company whether such objection is reasonable shall be referred by either party for the aggregate net costs incurred determination by the Company with respect Independent Expert 8.5 The parties shall make any submissions that they wish to its retention of title to or control over those Conveyed Assets not immediately conveyed to Buyers as be considered by the Independent Expert within two working days of the date hereof. *** Confidential Treatment Requested 1. Exhibit 10.65(a) 4. Quitclaim Transfer of appointment 8.6 The Independent Expert shall use his best endeavours to Buyers. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OTHER THAN THE REPRESENTATION THAT IT HAS TAKEN NO ACTION TO DIMINISH, RESTRICT OR BURDEN THE COMPANY’S RIGHTS, TITLE AND INTEREST IN THE CONVEYED ASSETS SINCE THE CLOSING OF THE STOCK PURCHASE. THE COMPANY EXPRESSLY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ASSIGNABILITY OR TRANSFERABILITY OF ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OR ANY OF THEM. SCHEDULE 2, ATTACHED HERETO, IS A LIST OF CONVEYED ASSETS PREPARED PRIOR TO THE STOCK PURCHASE CLOSING FOR INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYERS AS TO THE ACCURACY OR COMPLETENESS OF SCHEDULE 2. 5.issue his decision within five Working Days of appointment and his decision shall be final and binding 8.7 Fees of the Independent Expert shall be payable as he shall direct or in the absence of direction shall be borne equally by the parties

Requisite Consents. Notwithstanding Sections 1 The Buyer shall apply for and 2 hereofuse reasonable endeavours to obtain all Requisite Consents from time to time as may be appropriate before and throughout the course of the Works. The Requisite Consents are those permissions, consents, approvals, licences, certificates and permits in legally effectual form as may be necessary lawfully to any Conveyed Asset which cannot be effectively commence, carry out, maintain and complete the Works, and to use and enjoy the Property as provided in the Lease including (but without limitation): the Planning Permission; building regulations, consents and bylaw approvals; the requirements of all competent authorities regulating the Works and the use of the Property; and the consents of all parties having interests or validly sold, transferred, assigned rights in or conveyed without over the Property who by the lawful exercise of their powers in the absence of such consent could prevent or impede the carrying out or progress of the Works or the use and enjoyment of the Property. The Buyer shall promptly notify the Seller of the grant of a third partyRequisite Consent and deliver a copy to the Seller. Carrying out of the Building Works The Buyer shall procure that the Works are carried out: in a good and workmanlike manner and in accordance with good building practice; with good and suitable materials; in accordance with the Building Documents and the Requisite Consents; in accordance with the Planning Permission; in compliance with all statutory orders and regulations made under or deriving validity from them, and any requirements and codes of practice of local authorities and competent authorities affecting the Development and/or the Property; without infringement of any rights, reservations, covenants, restrictions, stipulations or other encumbrances binding on or affecting the Property; and with due diligence. The Buyer shall not demolition the Property or any part of it. The Buyer may not specify or permit for use in the carrying out of the Works any prohibited materials (“Prohibited Materials”). Prohibited Materials are those materials which consent has not been obtained, this Assignment shall be at the time of no force or effect until such requisite consent is obtained, whereupon this Assignment shall become of full force and effect with respect thereto. With respect to those Conveyed Assets that specification: are not conveyed hereunder because in accordance with the standards recommended in “Good Practice in the Selection of Construction Materials issued by ▇▇▇ ▇▇▇▇ & Partners (2011 Edition); or are generally accepted in the construction industry as being deleterious, that is to say: they pose a threat to health and safety of persons who come into contact with the materials either during or after construction; they pose a threat to the physical integrity of any of the failure Works; or they may have the effect of reducing the normal life expectancy of any of the Works or any part of them from that which would reasonably have been expected or which has been specified. The Buyer shall procure that, during the Works: the Property be at all times secured as fully as may reasonably be practicable against unauthorised entry; no earth, clay, gravel, sand, other minerals or similar materials be removed from the Property otherwise than may be necessary to obtain enable the consent Works to be carried out; the Property be kept tidy and properly cleared of surplus materials, rubble, rubbish or waste, and no goods or materials be properly stored on the Property which are not required within a reasonable time for the carrying out of the Works; proper provision be made for the support and use of any land, walls, buildings, roads or footpaths upon, adjacent or near to the Property and which are affected by the Works; hoardings be erected around the Property in a secure manner, and all reasonable safety and other measures be taken to prevent damage and injury; precautions and measures are taken to keep to a reasonable level in the circumstances nuisance, inconvenience or disturbance to owners and occupiers of adjoining and neighbouring properties and members of the public; areas within the Property are to be provided for loading and unloading and the storage of plant and materials; proper arrangements be made with the supply authorities for the provision of water, gas, electricity, telephone and other services required for the carrying out of the Works; defective materials be replaced and defective workmanship remedied; the roads and access ways used in connection with the Works are kept clean and tidy and any damage to them be made good; the Works be maintained in good repair and condition; and at Practical Completion, the Property be in repair and good condition, and cleared of all unused building materials, plant and equipment used in the Works and temporary structures. The Buyer shall assume the obligations on behalf of the Seller as the client for the purposes of the Construction (Design and Management) Regulations 2007 (“CDM Regulations”) and shall ensure that the design and execution of the Works complies with the CDM Regulations. In the course of carrying out those obligations, the Buyer shall: where there is more than one client in respect of the Works elect in writing to be treated as the only client in respect of them in accordance with regulation 8 of the CDM Regulations and provide a copy of the election to the Seller; appoint a CDM co-ordinator and a principal contractor in respect of the Works and take all steps as are in the circumstances reasonable to ensure that each is provided with the relevant information to enable him to perform his duties under the CDM Regulations; allow sufficient time and resources to enable the CDM co-ordinator and principal contractor to comply with their obligations relating to health and safety matters arising from the CDM Regulations and co‑operate with them to that end; notify the CDM co-ordinator and principal contractor of any change in circumstances relating to the Works of which it is or ought reasonably to be aware which may affect the health and safety of persons involved, or likely to become involved, in the Building Works; comply with the construction phase plan; include in the design all information relating to the design and materials which might reasonably affect the heath and safety of persons working on the Works and its maintenance and repair; and procure and deliver to the Seller as soon as practicable after the date of Practical Completion (but not later than two months after that date) a copy of the health and safety file prepared, maintained and completed as required by the CDM Regulations. The Buyer shall keep the Seller indemnified against all claims, demands proceeding, costs and expenses to which it is exposed by reason of a third party, Buyers agrees to reimburse and fully indemnify breach of obligation of the Company for Buyer under this paragraph 4. Inspection of the aggregate net costs incurred Works by the Company Seller At all times during the Works, the Seller and its advisers may by arrangement with respect the Building Contractor enter the Property in order to its retention of title to or control over those Conveyed Assets not immediately conveyed to Buyers as inspect and view the state and progress of the date hereofWorks and the materials used. *** Confidential Treatment Requested 1In doing so, the Seller and its advisers may not impede or obstruct the progress of the Works nor issue any instructions to the Building Contractor, any workmen employed on the Property or the Professional Team, but will address any requirement, comment or complaint only to the Buyer. Exhibit 10.65(a) 4. Quitclaim Transfer The Buyer shall give to Buyers. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO ITS RIGHTSthe Seller and its professional advisers at least ten working days’ prior notice of Property and other formal meetings of the Professional Team and the Building Contractor, TITLE AND INTEREST INor any of them, TO AND UNDER THE CONVEYED ASSETS OTHER THAN THE REPRESENTATION THAT IT HAS TAKEN NO ACTION TO DIMINISH, RESTRICT OR BURDEN THE COMPANY’S RIGHTS, TITLE AND INTEREST IN THE CONVEYED ASSETS SINCE THE CLOSING OF THE STOCK PURCHASE. THE COMPANY EXPRESSLY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ASSIGNABILITY OR TRANSFERABILITY OF ITS RIGHTS, TITLE AND INTEREST IN, TO AND UNDER THE CONVEYED ASSETS OR ANY OF THEM. SCHEDULE 2, ATTACHED HERETO, IS A LIST OF CONVEYED ASSETS PREPARED PRIOR TO THE STOCK PURCHASE CLOSING FOR INFORMATIONAL PURPOSES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYERS AS TO THE ACCURACY OR COMPLETENESS OF SCHEDULE 2. 5in connection with the Works; the Seller and its professional advisers are entitled to attend at and participate in such meetings.