Transaction Consents definition

Transaction Consents means the third party consents, approvals, filings, notifications and waivers listed in Section 1.1 of the Disclosure Letter.
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Transaction Consents. Shall have the meanings given to them in Section 8.01 Transfer: Shall have the meaning given to it in Section 14.01. Unopened Consumable Inventory: The Consumables, Operating Equipment and Supplies, and Inventory to the extent contained in unopened crates, cases or containers on the Closing Date.
Sample 1
Transaction Consents means any Consent or other action or agreement by any Person as is necessary (A) for Seller Group to directly or indirectly transfer to Buyer, free and clear of all Liens or any other restrictions, (i) each Purchased Asset, (ii) each Alias Company, (iii) each asset owned, leased, subleased, licensed, sublicensed by any Alias Companies as contemplated hereby, (iv) the full benefit of each Contract included with any Purchased Asset, (v) the rights with respect to or granted under the Excluded Business Software or the Excluded In-bound Licenses necessary for the conduct of the Business as currently conducted, to the extent currently used in the Business or (vi) each other asset, property or right (excluding any Intellectual Property) described in clause (v) above necessary for the conduct of the Business as currently conducted, to the extent currently used in the Business including, without limitation, the Consents (including, without limitation, Consents consisting of new licenses) set forth or required to be set forth on Schedule 3.05. For greater certainty, (A) the term "Transaction Consent" shall not include the transfer of any asset, property or right under the Pixar SGI License and (B) to the extent the term "Transaction Consent" includes any Consent or other action or agreement to provide any maintenance or other similar on-going support following the Closing, Seller Group shall not be responsible for such maintenance or other on-going support following the Closing or for any upfront payment due after the Closing with respect to such maintenance or on-going support.
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Examples of Transaction Consents in a sentence

  • Merger Sub Stockholder Consent and Other Transaction Consents 81 Section 6.17.

  • The Estoppel Certificate has been received from Manager, and any required Transaction Consents have been obtained.

  • The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, with respect to the Merger, assuming the due authorization, execution and delivery of the Stockholders Transaction Consents, to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offers and the Merger (collectively, together with the Stockholder Agreement, the "Transactions").

  • Seller will use reasonable commercial efforts to obtain all Transaction Consents and all Customer Contract Consents.

  • DSSI makes no representation or warranty with respect to what Required Transaction Consents or Required Tower Consents may be necessary in connection with or as a result of the Transaction.

  • The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, with respect to the Merger, assuming the due authorization, execution and delivery of the Stockholders Transaction Consents, to consummate the transactions provided for or contemplated by this Agreement, including, but not limited to, the Offers and the Merger (collectively, together with the Stockholder Agreement, the “Transactions”).

  • The Required Transaction Consents and Required Tower Consents may include, but may not be limited to, the preliminary list of such consents set forth in Schedule 5.2 (b) hereof.

  • In the event that one or more of the Required Transaction Consents or Required Tower Consents shall not have been obtained or waived by the date referred to in the preceding sentence, the Closing Date shall be adjourned until such time as such consents shall have been obtained or waived; provided, that in no event shall the Closing Date be adjourned beyond February 15, 2000 without the written consent of both DSSI and TIC.

  • TIC, DSSI and Holdings hereby covenant and agree to take any and all action (including, without limitation, determining and obtaining the Required Transaction Consents (as defined in Section 5.2(a)(iv) hereof) and the Required Tower Consents (as defined in Section 5.2(b)(iv) hereof)) necessary to consummate the Transaction in accordance with this agreement, including Schedule I hereto (the "Agreement").

  • Other than as may be required in connection with any Required Transaction Consents there is no requirement applicable to DSSI to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful performance by DSSI of its obligations hereunder.


More Definitions of Transaction Consents

Transaction Consents means any amendments, waivers and/or consents by the requisite holders and lenders, as applicable, under the Existing $350m Notes Indenture and the Receivables Facility Agreement (if applicable) necessary to implement the Transaction, including (if necessary):
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Related to Transaction Consents

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Governmental Consents has the meaning set forth in Section 3.5.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Requisite Consents means all approvals, permissions and consents (whether statutory or otherwise) required from time to time from parties other than the Consultees in respect of the works or activities covered by a Proposal;

  • Material Consents as defined in Section 7.3.

  • Required Consent has the meaning set forth in Section 4.4.

  • Necessary Consents means planning permission and all other consents, licences, permissions and approvals whether of a public or private nature which shall be relevant in the context;

  • Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party and (b) the initial borrowing of Loans hereunder and the use of the proceeds thereof.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Consents, Clearances and Permits means all authorizations, licenses, approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority for the purpose of setting up of the generation facilities and/ or supply of power;

  • Required Governmental Approvals has the meaning set forth in Section 3.03.

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Transactional Agreements means: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Merger Agreement has the meaning set forth in the Recitals.