The Consents Sample Clauses

The Consents. (7) A duly executed Non-Compete Agreement (as defined in Section 18 below).
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The Consents. Subject to the terms and conditions of this Exchange Agreement, the Undersigned hereby agrees to cause each Investor to deliver a Consent for the total Exchanged Principal Amount of such Investor’s Exchanged Old Notes, and the Company hereby agrees to transfer an amount of cash set forth on Annex A.1 hereto equal to the product of (x) the Consent Consideration and (y) the Exchanged Principal Amount (such amount, the “Company Consent Payment Amount”) in exchange for such Consent.
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The Consents. The Required Lenders hereby (i) consent to the further delay in the payment of the Release Proceeds and ratify the Original Releases, (ii) ratify their consent to Authorized Releases and the delay in the payment of the Authorized Proceeds from such Authorized Releases and (iii) acknowledge that the Required Lenders, in their sole discretion, on a case by case basis going forward, may consent to future Consent Releases and delay the payment of any Consent Proceeds related to any Consent Release; provided, that for each such Consent Release, Parent submits to Required Lenders and Collateral Agent, not earlier than one week prior to any requested Consent Release, an Officer’s Certificate in the form of Exhibit C attached hereto, along with an updated Exhibit B and Schedule I to this Waiver attached thereto, adding the real property being released under such Consent Release to Exhibit B and updating Schedule I to add the gross proceeds and the Net Proceeds related to such Consent Release to the Eligible Property Proceeds, and the Required Lenders direct in writing (which may be in the form of an email) that Collateral Agent releases the real property related to such Consent Release and the delay in the payment of the Consent Proceeds until a later date to be determined by the Required Lenders.
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The Consents. 6.1.4 A Consulting and Non-Competition Agreement among the parties requiring (1) Seller to provide ceratin consulting services to Purchaser and (2) Seller and Shareholder to refrain from competing with Purchaser in connection with the Business, all as more fully set forth in such Agreement (the "Consulting Agreement").
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The Consents. Sellers shall have obtained all mandatory consents to assignment as required by the Leases.
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Related to The Consents

  • Other Consents No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

  • No Consents The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not already been obtained.

  • Obtain Consents Without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its and the other Security Parties' respective obligations under this Agreement, under the Note and under the Security Documents;

  • No Violations; Consents and Approvals (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by the Stockholder nor the consummation by him or her of the transactions contemplated hereby nor compliance by him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which the Stockholder or any of the Stockholder's assets may be subject, or (B) require a Consent from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

  • Consents and Filings (a) The Seller and the Buyer shall use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (a) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. In furtherance and not in limitation of the foregoing, the Seller shall permit the Buyer to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (i) require the divestiture of any assets of the Buyer or any of its Affiliates or any portion of the Business or the Purchased Assets or (ii) limit the Buyer’s freedom of action with respect to, or its ability to consolidate and control, the Business or the Purchased Assets or any of the Buyer’s or its Affiliates’ other assets or businesses; provided, that the Seller may not, without the prior written consent of the Buyer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, Contract or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any Purchased Asset, the Business or any portion thereof, (B) conduct, restrict, operate, invest or otherwise change the Purchased Assets, the Business or any portion thereof in any manner, or (C) impose any restriction, requirement or limitation on the operation of the Business or portion of the Business.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

  • Governmental Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Consents and Notices Promptly after the date hereof and, if necessary, for a reasonable time after the Effective Date:

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