Approval and Consents. All permits, consents or approvals of applications to public authorities, federal, state or local, and all approvals of any third persons, the granting of which are necessary for the consummation of the transactions contemplated hereby shall have been obtained.
Approval and Consents. Whenever this Agreement requires our advance approval, agreement or consent, you agree to make a timely written request for it. Our approval or consent will not be valid unless it is in writing. Except where expressly stated otherwise in this Agreement, we have the absolute right to refuse any request by you or to withhold our approval of any action or omission by you. If we provide to you any waiver, approval, consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, we will not be deemed to have made any warranties or guarantees which you may rely on, and will not assume any liability or obligation to you.
Approval and Consents. All approvals of applications to public authorities, federal, state, foreign or local, and all approvals and consents of any private persons, including all major suppliers and any banks or other lending institutions, if any, the granting of which is necessary for the consummation of this Agreement.
Approval and Consents. The Company and each Guarantor shall have --------------------- duly received all authorizations, consents, approvals, licenses, franchises, permits and certificates by or of all federal, state and local governmental authorities necessary or advisable for the issuance of the Securities and the consummation of the transactions contemplated hereby and by the Related Documents, and all thereof shall be in full force and effect at the time of the Closing. The Company and each Guarantor shall have delivered to the Investors an Officer's Certificate, dated the Closing Date, to such effect.
Approval and Consents. No Consent is required to be made or obtained by the Acquirer or Merger Sub (whether to or from any Person or Authority) in connection with the execution, delivery and performance of this Agreement or any of the Additional Agreements or the consummation of the transactions contemplated hereby or thereby, (a) such Consents as may be required under the Exchange Act or the Securities Act, (b) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country or the rules and regulations of the NYSE American, (c) the Acquirer Stockholder Approval, and (d) as set forth on Schedule 5.3.
Approval and Consents. By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.
Approval and Consents. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery or performance by Lessee of this Participation Agreement and the Operative Agreements to which it is a party other than as may be required to be obtained, given, accomplished or renewed at any time or from time to time after the Document Closing Date.
Approval and Consents. (a) Each of Seller, License Company and Buyer shall have duly received all authorizations, consents, approvals, licenses, franchises, permits and certificates (including, without limitation, all telecommunication licenses necessary to conduct the Business) by or of all federal, state and local governmental authorities and of all third Persons which (i) are reasonably necessary for the execution and delivery of this Agreement or (ii) the failure of which to obtain, in the aggregate, would be reasonably likely to interfere with Buyer's use and enjoyment of any of the Purchased Assets or would otherwise adversely affect the Business or the consummation of the transactions contemplated hereby (the "Required Consents"), and all Required Consents shall be in full force and effect at the time of the Closing and Buyer shall have received such certificates or other evidence as Buyer may reasonably request to establish compliance with these conditions provided that a consent shall not be deemed to be required for any property which is not subject to a Right of Entry, is subject to a Right of Entry which can be terminated by the property owner on 30 days' notice (or less) or which Seller is currently servicing pursuant to a Right of Entry which has expired. Notwithstanding the aforesaid, with respect to consents from property owners, this condition shall be deemed satisfied if consents are received from property owners representing 70% of the aggregate number of all Cable Subscribers and Billable Phone Subscribers which are included in the Business, provided that (i) a portion of the Purchase Price, in conformity with Section 2.2, in the amount of the Per Subscriber Amount multiplied by the Cable Subscribers and Billable Phone Subscribers affected by the Required Consents that have not been obtained, shall be paid into the Consent Escrow, as provided in Section 2.3 and shall be released pursuant to such Section and the Consent Escrow Agreement, and (ii) after the Closing Seller shall use its best efforts to obtain such Required Consents as promptly as practicable. Buyer shall cooperate with Seller and use its commercially reasonable efforts to assist Seller in obtaining the remaining Required Consents as set forth in Section 6.1 and shall not take any action reasonably likely to cause property owners to refuse to grant such consents. For purposes of the aforesaid and Section 6.1, in the case of a Right of Entry for which a franchise or license is required, a Required...
Approval and Consents. The execution and delivery of this Agreement and the performance by ASC of its obligations hereunder do not require notice to, or the approval or 49 50 consent of, any third party, including without limitation any governmental or other regulatory agency, except as provided in section 9.15.
Approval and Consents. The Company and each Subsidiary shall have duly --------------------- received all authorizations, consents, approvals, licenses, franchises, permits and certificates by or of all Governmental Authorities necessary or advisable for the issuance of the Securities, the issuance of Warrant Shares and the consummation of the transactions contemplated hereby and by the Related Documents, and all such authorizations, consents, approvals, licenses, franchises, permits and certificates shall be in full force and effect at the time of the Closing. The Company shall have delivered to the Investors an Officer's Certificate, dated the Closing Date, to such effect.
