Applicable Consents definition
Examples of Applicable Consents in a sentence
Seller shall use its commercially reasonable efforts to obtain all Applicable Consents.
Except (i) as set out on Schedule 4.1(n) and (ii) for any Customary Post Closing Consents, there are no PPRs or Applicable Consents that are applicable in connection with the transfer of the Properties by Seller or the performance by Seller of its obligations hereunder.
Other than (if applicable) with respect to claims for indemnification under Section 12.2(a)(i) in respect of a breach of the representations and warranties in Section 5.3(b)(i)(A)(2) or Section 5.20(a)(ii), Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any Applicable Consents except to use efforts as herein provided.
Prior to the Closing Date, the Company, Trillium UK and Trillium Germany shall, and the Seller Parties shall cause the other Target Companies to, use commercially reasonable efforts to obtain as promptly as practicable all Applicable Consents, and each Buyer shall reasonably cooperate with the Company’s, Trillium UK’s and Trillium Germany’s efforts to obtain such Applicable Consents.
Interests as payment of the Backstop Commitment Premium, (g) the filing of any other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies and (h) any Applicable Consents, that in the case of all of the above, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Buyer and Seller shall use commercially reasonable efforts as promptly as possible after Closing to obtain in writing the Applicable Consents not otherwise obtained prior to Closing, or to procure a reasonably satisfactory alternative arrangement.
Subject to Parent’s compliance with Section 7.3(a) and the other terms of this Agreement, Parent shall not have any liability whatsoever to Buyer arising out of or relating to the mere failure to obtain any Applicable Consents.
The Applicable Consents of such Investor and its Affiliates are true and complete and in full force and effect as of the date hereof.
Subject to Seller’s right to delay the Closing under Section 7.4(b)(ii), if Seller is unable to contain any Applicable Consents that are not Required Consents, the Parties shall proceed with the Closing as to all of the Property and Buyer shall INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS from all Claims arising out of or resulting from such unobtained Consents.