Buyer Consent. Buyer hereby consents, on behalf of itself and its applicable Subsidiaries, in writing to the assignment (including within the meaning given such term in Section 202(a)(1) of the Investment Advisers Act) by AGNC Adviser of the AGNC Management Agreement in connection with the Transactions. Buyer hereby represents and warrants that the execution and delivery of this consent has been duly and validly authorized and approved by all required actions on the part of Buyer, including the unanimous approval of the independent directors of Buyer.
Buyer Consent. By closing the transaction contemplated hereby, Buyer acknowledges that it has made or will have made all such independent inspections, investigations and inquiries as it deems necessary concerning the Property including, but not limited to, zoning, classifications, suitability for intended use, location of property boundaries, easements and rights-of-way, the status of utility extensions and availability of utilities, compliance with governmental laws, rules and regulations affecting the Property (including, without limitation, laws relating to land use, environmental conditions and health or safety). Except as specifically set forth in the Agreement, Seller, its members, officers, and agents have made no representations, warranties, or covenants with respect to the condition of any portion of the Property. Xxxxx further acknowledges that in the event it acquires the Property, it will be doing so in its then present condition, “AS IS” without further alteration, remediation, development of infrastructure or other improvement. The foregoing disclaimer shall not apply to or in any way diminish the warranties of title contained in the Special Warranty Deed to be delivered at closing.
Buyer Consent. The Seller shall not make use of this Agreement or any information issued or provided by, or on behalf of, the Buyer in connection with this Agreement otherwise than for the purpose of this Agreement, except with the written consent of the Buyer.
Buyer Consent. Pending Completion, if the Buyer receives a notice from the Seller pursuant to paragraph 2, it will promptly respond in writing if it considers that such action is not in the ordinary course of the BDE Business. Where the Seller (or any other Seller) gives such a notice to the Buyer, accompanied by such information as is sufficiently detailed for the Buyer reasonably to evaluate the matter, the Buyer shall be deemed to have consented to the matter in question if a written objection, accompanied by a detailed explanation, has not been received by the Seller or the relevant other Seller, as the case may be, within ten (10) Business Days after the date of service of such notice, provided that if a notice is made which is, in the reasonable opinion of the Seller, of an urgent nature and is identified to the Buyer as such, the Buyer shall respond to such notice as soon as reasonably practicable and shall be deemed not to have objected to the matter in question if a written notice of objection, accompanied by a detailed explanation, has not been received by the Seller or the relevant other Seller, as the case may be, within five (5) Business Days after the date of service of such notice.
Buyer Consent. Buyer consents to the amendment of the MPDC-Andros Tax Partnership Agreement so that immediately following the closing of the transactions contemplated by the NOG PSA, the assets of the Tax Partnership shall be deemed distributed to the Parties thereto and the Tax Partnership shall be deemed terminated pursuant to Code §708(b)(1).
