Applicable Consents Clause Samples
The "Applicable Consents" clause defines the requirement for obtaining all necessary permissions, approvals, or authorizations from relevant parties or authorities before proceeding with certain actions under the agreement. In practice, this clause ensures that any activity—such as transferring assets, entering into transactions, or making changes to the agreement—cannot occur unless all required consents have been secured from third parties, regulatory bodies, or internal stakeholders. Its core function is to prevent unauthorized actions and mitigate legal or operational risks by ensuring compliance with all applicable consent requirements.
Applicable Consents. (a) With respect to each Applicable Consent, including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall send to the holder of each such Applicable Consent a notice in compliance with the contractual provisions applicable to such Applicable Consent seeking such holder’s consent to the transactions contemplated hereby, and Seller shall thereafter use commercially reasonable efforts to procure such third party consents (other than Customary Post-Closing Consents) necessary to transfer the Conveyed Properties to Buyer or in connection with the consummation of the transactions contemplated by this Agreement by Seller (such consents, the “Applicable Consents”) prior to the Closing and, with respect to any Applicable Consents not obtained (or denied, in writing) on or prior to the Closing, until the expiration of the Cure Period (provided, however, that Seller shall not be obligated to pay any consideration or waive or release any right or privilege in order to obtain any such consent). Subject to the immediately succeeding proviso, notwithstanding the existence of an outstanding Applicable Consent with respect to any Conveyed Property at Closing, such Conveyed Property shall be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, without any reduction to the Purchase Price with respect thereto; provided, however, that, if, as of the Closing, Seller has not obtained any Applicable Consent with respect to any Conveyed Property and (i) the holder of such Applicable Consent is a governmental authority, (ii) the failure to obtain such Applicable Consent would cause (x) the assignment of the Conveyed Properties affected thereby to Buyer to be void or voidable or (y) the termination of a Lease, Right of Way or Applicable Contract under the express terms thereof, or (iii) such Applicable Consent requested by Seller is denied in writing (any such Applicable Consent, a “Required Consent”), then, such Conveyed Property (and any associated Listed Interest and other Conveyed Properties) shall not be included in the Conveyed Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing (or the Parties shall take such other actions as are reasonable necessary in order comply with the terms of the instrument creating such Required Consent), and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest.
(b) If, a...
Applicable Consents. Customer warrants and covenants that it has obtained, or, prior to the installation of any CME Globex Access Method, will have obtained, and will maintain throughout the term of this Agreement, any and all consents and registrations required (i) to authorize Customer and/or Customer Authorized Users to enter transactions into the CME Globex Platform at the Premises, (ii) to connect to the CME Globex Platform at the Premises, and (iii) to enable Customer to pay all Customer Fees and other charges payable to CME pursuant to this Agreement. Examples of entities from which consent may be required include, without limitation, banking and telecommunications authorities, governmental and self- regulatory bodies and other third parties such as landlords. Customer agrees to comply with any terms imposed by any such entity. Customer further represents and warrants that it shall comply, and shall require all Customer Authorized Users to comply, with all applicable laws pertaining to the use of the CME Globex Platform and all transactions in connection therewith. Customer agrees to notify CME immediately if any consent required to be obtained pursuant to this Section 7 is withdrawn.
Applicable Consents. The consents set forth in Exhibit F shall have been obtained in writing on or prior to the Closing Date.
Applicable Consents. Seller shall, and shall cause the Companies to, use all commercially reasonable efforts to obtain (i) the consents, approvals and authorizations and (ii) waiver of any preferential purchase rights listed, and shall cooperate with the Buyer in the notification of all applicable Governmental Authorities of the transactions contemplated hereby and cooperate with the Surviving Corporation in obtaining the issuance by each such authority of such permits, licenses and authorizations as may be necessary for the Surviving Corporation and the Companies to own and operate the Company Assets following the Closing.
Applicable Consents. The Administrative Agent shall have received a copy of any FCC Consent and any other Governmental Approval required in connection with the ▇▇▇▇▇▇▇ Acquisition.
Applicable Consents. Participant warrants and covenants that it has obtained, or, prior to the installation of the Exchange Access Method, will have obtained, and will maintain throughout the term of this Agreement, any and all consents and registrations required (i) to authorize Participant and/or Authorized Trader to enter transactions into the Electronic Trading System at the Premises, (ii) to connect to the Electronic Trading System at the Premises, and (iii) to enable Participant to pay all Participant Fees and other charges payable to the Exchange pursuant to this Agreement. Examples of entities from which consent may be required include, without limitation, banking and telecommunications authorities, governmental and self-regulatory bodies and other third parties. Participant agrees to comply with any terms imposed by any such entity. Participant further represents and warrants that it shall comply, and shall require all Authorized Traders to comply, with all applicable laws pertaining to the use of the Electronic Trading System and all transactions in connection therewith. Participant agrees to notify the Exchange immediately if any consent required to be obtained pursuant to this Section 6 is withdrawn.
Applicable Consents. Data Center warrants and covenants that it has obtained, or, prior to the installation of any Connection, will have obtained, and will maintain throughout the term of this Agreement, any and all consents and registrations required (i) to authorize Data Center to provide electronic access to a CME System to Customers; (ii) to connect to a CME System at the Premises; and (iii) to enable Data Center to pay all Data Center Fees and other charges payable to CME pursuant to this Agreement. Examples of entities from which consent may be required include, without limitation, banking and telecommunications authorities, governmental and self-regulatory bodies and other third parties such as landlords. Data Center agrees to comply with any terms imposed by any such entity and to notify CME immediately if any consent required to be obtained pursuant to this Section 7(d) is withdrawn. Data Center further represents and warrants that it shall comply, and shall require all Customers to comply, with all applicable laws pertaining to the use of the Connection and a CME System and all transactions in connection therewith. Data Center further represents and warrants that it will not itself use the Connection to enter trades on or through the CME Globex Platform for its own proprietary or Customer accounts and that it will not act as a Clearing Firm to Customers.