Customer Approvals Sample Clauses

Customer Approvals. The Company and the Subsidiaries shall use commercially reasonable efforts to obtain the consents and approvals necessary or provide the notices necessary to satisfy the Assignment Requirements with respect to all Advisory Contracts in accordance with the requirements of each such Advisory Contract, the Investment Advisers Act and other applicable Law, and as and to the extent applicable all Insurance Arrangements in accordance with the requirements of each such Insurance Arrangement, and state insurance Laws and regulations. As soon as reasonably practicable following the date of this Agreement (but in no event later than fifteen (15) days after the date hereof), the Company shall send a written notice, substantially in the form attached hereto as Exhibit F (the “Negative Consent Notice”), to each Customer under an Advisory Contract, requesting consent to the assignment or deemed assignment of such Advisory Contract and informing such Customer: (i) of the intention to complete the transactions contemplated by this Agreement, on a date at least sixty (60) days from the date the Negative Consent Notice is transmitted or mailed or such other period as determined by Buyer in its sole discretion, which will result in an assignment or deemed assignment of such Advisory Contract; (ii) of the intention of the Company and the Subsidiaries to continue to provide the advisory services pursuant to the existing Advisory Contract with such Customer after the Closing if such Customer does not terminate such agreement prior to a date specified in the Negative Consent Notice; and (iii) that the consent of such Customer to each of the foregoing matters will be deemed to have been granted if such Customer does not object in writing or terminate the Advisory Contract prior to a date specified in the Negative Consent Notice, which date shall be at least sixty (60) days from the date the Negative Consent Notice is transmitted or mailed or such other period as determined by Buyer in its sole discretion. At all times prior to Closing, the Company and the Subsidiaries shall take reasonable steps to keep Buyer informed of the status of Customer responses to the Negative Consent Notice and, upon Buyer’s request, make available to Buyer any evidence of Persons terminating services or otherwise objecting or declining to Consent, or withdrawing any Consents. Buyer shall be provided a reasonable opportunity to review and comment on all Consent and/or notice materials, including the Neg...
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Customer Approvals. In addition to this Specification, the documents listed in Annex “A” shall be approved by the Customer. Specification No. : BCC-GX-302 Date : June 20, 2002 Customer Specific Amendment 2 : April 29, 2003 Page No. : 8
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Customer Approvals. The Parties acknowledge that Triple-S must obtain approvals from certain customers in order for certain of the Functions and geographic scope that the Parties contemplate to be included in the scope of this Agreement to be actually included in the scope of this Agreement after the Effective Date. If Triple-S is not able to obtain any such approval, and the Parties are unable to agree upon an equitable adjustment in the Charges or the scope of the affected Services and other terms of this Agreement that would enable Triple-S to obtain such approval (without adverse impact to Triple-S), then Triple-S shall have the right to remove any impacted Services or volumes from the scope of the Agreement in accordance with Section 2.7(a).
Sample 1

Related to Customer Approvals

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Other Approvals All regulatory approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred to herein as the "Requisite Regulatory Approvals").

  • Consents, Approvals and Filings The Company and Evergreen will make ------------------------------- and cause their respective subsidiaries and, to the extent necessary, their other affiliates to make all necessary filings, as soon as practicable, including, without limitation, those required under the HSR Act, the Securities Act, the Exchange Act, and the Communications Act (including filing an application with the FCC for the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, which the parties shall file as soon as practicable (and in any event not more than 30 days) after the date of this Agreement), in order to facilitate prompt consummation of the Merger and the other transactions contemplated by this Agreement. In addition, the Company and Evergreen will each use its best efforts, and will cooperate fully and in good faith with each other, (i) to comply as promptly as practicable with all governmental requirements applicable to the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents of Governmental Entities and consents of all third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, including without limitation, the consent of the FCC to the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, and the transfer of any FCC licenses in connection with the Viacom Transaction. Each of the Company and Evergreen shall use its best efforts to promptly provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request. Each of the parties shall provide to the other party copies of all applications in advance of filing or submission of such applications to Governmental Entities in connection with this Agreement and shall make such revisions thereto as reasonably requested by such other party. Each party shall provide to the other party the opportunity to participate in all meetings and material conversations with Governmental Entities.

  • Consents, Approvals and Filings, Etc Except as set forth on Schedule 6.10 hereof, no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental) is required in connection with (a) the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable, and (b) otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously obtained, and (y) such filings to be made concurrently herewith or promptly following the Effective Date as are required by the Collateral Documents to perfect Liens in favor of the Agent. All such material authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

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