Applicable Consent definition
Examples of Applicable Consent in a sentence
With respect to any Applicable Contract for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such Applicable Contract.
However, nothing in this Agreement will be construed to require any jurisdiction to execute and deliver an Applicable Consent Order if that jurisdiction elects instead to sign this Agreement.
This Agreement (including Attachments) and/or any Applicable Consent Order issued by a Signatory Regulator set forth the entire agreement among the parties with respect to its subject matter and supersedes all prior agreements, arrangements or understandings (whether in written or oral form) between the Companies and the Signatory Regulators.
Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.10 shall be Buyer’s exclusive rights and remedies with respect to any Applicable Consent applicable to the Properties.
If any Applicable Consent is not obtained prior to the Closing, then the Closing shall nonetheless take place on the terms set forth herein, subject to the satisfaction of the conditions set forth in Article VII.
With respect to any contract or agreement for which any Applicable Consent has not been obtained as of the expiration of the Cure Period or is denied in writing, Seller shall endeavor to mutually agree with Buyer with respect to alternative arrangements intended to provide Buyer, to the greatest extent possible, with the benefit and burden of any such contract or agreement.
If any transfer or assignment by Parent or Seller or their Affiliates to Buyer or its Affiliates, or any assumption by Buyer or its Affiliates, of any interest in, or Liability, obligation or commitment under, any Contract requires the Consent of another Person (an “Applicable Consent”), then such transfer or assignment or assumption shall be made subject to such Applicable Consent being obtained.
Notwithstanding the foregoing, the Applicable Permits described in Schedule 3 attached to this Agreement as requiring notice, consent, or action by any Government Authority with competent jurisdiction or third party (“Applicable Consent Requirements”) shall not be transferred or assigned until and unless the proper Applicable Consent Requirement shall have been satisfied.
Any Liability that arises due to the failure to obtain such Applicable Consent shall be borne solely by Buyer.
This Agreement and/or any Applicable Consent Order or any other order issued by a Settling Jurisdiction set forth the entire agreement among the Parties with respect to its subject matter and supersedes all prior agreements, arrangements or understandings (whether in written or oral form) between American Family and the Settling Jurisdictions.