Specified Consents Clause Samples
The Specified Consents clause defines which permissions or approvals are required from certain parties before particular actions can be taken under the agreement. Typically, this clause lists specific consents that must be obtained, such as from regulatory authorities, landlords, or third parties, and may outline the process for securing them. Its core function is to ensure that all necessary permissions are in place to avoid legal or contractual breaches, thereby reducing the risk of disputes or delays related to unauthorized actions.
Specified Consents. Ashland shall have received irrevocable consents (which shall be in full force and effect) to the Transactions with respect to series of Ashland Public Debt with an aggregate principal amount as of the Debt Consent Measurement Date representing at least 90% of the aggregate principal amount of all series of Ashland Public Debt as of such date.
Specified Consents. (a) The Parties shall, as promptly as practicable after the date hereof and for a period of twelve (12) months following the Distribution Date, cooperate with each other and use their respective reasonable best efforts to obtain: (i) the Transfer or reissuance to SpinCo or a member of the SpinCo Group of all licenses, permits, registrations, approvals and authorizations of any member of the SpinCo Group or the Citrix Group issued or granted by any Governmental Authority prior to the Distribution Effective Time to the extent required to operate the SpinCo Business following the Distribution Date in the same manner as currently conducted by Citrix and its Subsidiaries; (ii) all Consents of any landlord under any Transferred Leased Real Property required to consummate the Separation or the Distribution; and (iii) Consents from the Third Parties identified on Schedule 2.4(a) and such other material Consents as may be reasonably requested by LogMeIn after the date hereof, provided, in the case of any such Consent requested by LogMeIn, that (A) such Consent is required to be obtained in connection with the Separation or the Merger, and (B) the failure to obtain such Consent would result in the loss of a monetary benefit by SpinCo or would otherwise adversely affect the SpinCo Business following the Distribution (each, a “Specified Consent”); provided further, that no Party nor any of their respective Subsidiaries shall be required to make any payment, incur any Liability or offer or grant any accommodation (financial or otherwise) to any Third Party, in each case, that is not otherwise required to be made by the applicable Party or any of its Subsidiaries pursuant to the terms of any existing Contract (including any requirements for the securing or posting of any bonds, letters of credit or similar instruments, or the furnishing of any guarantees), to obtain any such Consent. For the avoidance of doubt, the required efforts and responsibilities of the Parties to seek the regulatory approvals or clearances contemplated by antitrust, competition or trade regulation filings, Section 7.06(f) of the Merger Agreement and Parent Stockholder Approval shall be governed by the Merger Agreement.
(b) If and to the extent that any Specified Consent with respect to any SpinCo Asset, SpinCo Liability, Excluded Asset or Excluded Liability has not been obtained prior to the Distribution Effective Time, then notwithstanding any other provision hereof, the Transfer to the SpinCo G...
Specified Consents. (a) Section 6.13 of the Titanium Disclosure Letter sets forth a list of certain consents and waivers with respect to the Transactions that may be required from certain lenders under loan documents of Titanium or any of its Subsidiaries (the “Loan Consents”) and from certain lessors under ground leases of Titanium or its Subsidiaries (the “Ground Lease Consents”) or joint venture partners under joint venture or partnership documents of Titanium or any of its Subsidiaries (the “JV Consents”, and together with the Loan Consents and Ground Lease Consents, the “Specified Consents”). Titanium shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain each of the Specified Consents promptly after the date of this Agreement, except as may otherwise be agreed to between Silver and Titanium. Silver shall cooperate and assist Titanium in connection with soliciting and obtaining any Specified Consents, including the preparation and delivery of any information relating to Silver or any of its Affiliates and all other information required under the applicable loan, ground lease or joint venture documents and as may be reasonably requested by any such joint venture partner, lessor, lender or any loan servicer on behalf of any lender. Titanium shall use reasonable best efforts to keep Silver apprised of the content and status of any communications with, and communications from, any lessor, joint venture partner, lender or any loan servicer with respect to the Specified Consents. Without limiting the foregoing, Titanium shall (i) give Silver a reasonable opportunity (and in any event no less than twenty-four (24) hours) to review and comment on all material materials or documents with respect to the Specified Consents and Titanium shall consider the reasonable comments of Silver thereon in good faith, and (ii) use reasonable best efforts to keep Silver apprised of and, to the extent reasonably practicable, provide Representatives of Silver reasonable opportunity to participate in, any material meeting or scheduled discussion with any lender or any loan servicer with respect to the Loan Consents. All out-of-pocket consent/assumption fees and expenses, including out-of-pocket legal fees for joint venture partners, lessors, lenders and/or servicers (to the extent such fees and expenses are payable pursuant to the applicable joint venture, ground lease or loan document), incurred in connection with seeking the Specified Consents, shall be borne by Titani...
Specified Consents. “Specified Consents” is defined in Section 6.2(f) of the Agreement.
Specified Consents. Seller shall deliver to Purchaser the consents set forth on Section 2.04(g) of the Disclosure Schedule;
Specified Consents. The third-party consents listed on Section 8.02(e) of the Seller Disclosure Schedule shall have been obtained;
Specified Consents. Section 3.03 of this Seller Disclosure Schedule is hereby incorporated into this Section 8.05(b) of this Seller Disclosure Schedule.
Specified Consents. As of the date of this Agreement, the Company have delivered to the Acquiror the third-party consents set forth on Exhibit 4.9
(a) which are satisfactory to the Acquiror. As of the date of this Agreement, all other third-party consents delivered to the Acquiror are not satisfactory to the Acquiror. Prior to the date the Required Vote is obtained, the Company and the Shareholder shall obtain and deliver to the Acquiror the material third-party consents set forth on Exhibit 4.9(b), any additional material third-party consents required under agreements entered into by the Company after the date hereof (the
Specified Consents. Solely in respect of a Consent Closing, the Specified Consent applicable to such Consent Closing and Consent Company shall have been obtained (and a copy thereof shall have been provided to Purchaser).
Specified Consents. The Sellers shall have obtained the consents specified on Schedule 5.15(a), except consents and approvals of assignments by 29