Approval Contingencies Sample Clauses

An Approval Contingencies clause establishes that the effectiveness of a contract or a specific obligation within it is dependent on receiving certain approvals, such as from a third party, regulatory body, or internal authority. In practice, this means that the parties are not fully bound to perform until the required approvals are obtained; for example, a real estate purchase may be contingent on the buyer securing financing approval or a business deal may require board consent. This clause serves to protect parties from being obligated to proceed with a transaction if essential permissions are not granted, thereby managing risk and ensuring that all necessary conditions are satisfied before full commitment.
Approval Contingencies. HUD must approve an eighth amendment to the Action Plan (“APA 8”), as drafted and posted for public comment by the GLO, for this Contract to be effective and enforceable. This Contract is expressly conditioned upon the occurrence of all of the following actions (collectively “Approval Contingencies”): 1. Approval of this Contract by City Council; 2. Execution of this Contract by the GLO’s Deputy Land Commissioner, the Mayor, and the Houston City Controller; 3. GLO’s publishing of APA 8 for public comment; 4. ▇▇▇’s submission of APA 8 to HUD; and 5. HUD’s approval of APA 8. Unless all of the Approval Contingencies are completed and occur, this Contract shall be void and unenforceable and shall not be binding on any Party. The Parties have negotiated and signed this Contract in good faith under the assumption that HUD will approve or deny APA8 by June 30, 2021. In the event this assumption does not turn out to be correct, in that HUD has not approved or denied APA 8 by June 30, 2021, the Parties agree to explore ways to address materially adverse impacts, if any, associated with delays in such approval.
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Approval Contingencies. This License shall be explicitly made contingent upon both parties receiving any and all approvals necessary from the Town of Marbletown and its planning and zoning boards, if any, to carry out the intent of this Agreement.
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Approval Contingencies. 4.1 Purchaser’s obligation to close under this Agreement is contingent upon (a) Purchaser’s acceptance of the Property for Purchaser’s intended use; including but not limited to structural condition, architectural compatibility and zoning, (b) Purchaser obtaining a commitment for financing the purchase of the Property under such terms as Purchaser deems satisfactory, and (c) Purchaser obtaining an appraisal of the Property showing the fair market value of the Property being equal to or greater than the Purchase Price. Purchaser shall have until 5:00 p.m. on the 60th day following the date on which both Seller and Purchaser have executed this Agreement (the “Contingency Date”) to satisfy or waive the contingencies set forth under this Section 4.1 and to give Seller notice that such contingencies have been satisfied or waived. If Purchaser does not give Seller such notice on or before the Contingency Date, then this Agreement shall automatically terminate and both parties shall be relieved of and released from any and all further liability hereunder. Any tests, studies, applications or steps undertaken by Purchaser under this Section shall be at Purchaser’s sole cost and expense. 4.2 Seller’s obligation to close shall be contingent upon Seller obtaining approval from Seller’s Board of Directors and compliance with the requirements of RCW Chapter 28A.335. Seller shall have until 5:00 p.m. on the Contingency Date to satisfy the contingencies set forth in this Section 4.2. If Seller is not able to satisfy the contingencies set forth in this Section 4.2, then this Agreement shall automatically terminate and both parties shall be relieved of and released from any and all further liability hereunder.
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Approval Contingencies. This License shall be explicitly made contingent upon both parties receiving any and all approvals necessary from the Town and its planning and zoning boards, if any, to carry out the intent of this Agreement.
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Related to Approval Contingencies

  • Approval/Non-Approval We will notify you whether your Application has been approved or denied within 14 days after the date we receive a completed Application. Notification may be in person or by mail or telephone unless you have requested that notification be by mail. You must not assume approval until you receive actual notice of approval. The 14-day time period may be changed only by separate written agreement.

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligations of each L/C Issuer and each Lender to make the initial Credit Extensions on the Closing Date (if any) shall, in each case, be subject to the following conditions: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by an Officer of the signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Security Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Officer thereof authorized to act as an Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Milbank LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit J; (vi) a certificate attesting to the compliance with clauses (d), (e), (f) and (h) of this Section 4.01 on the Closing Date from an Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, the Arrangers and the Administrative Agent and required to be paid on or prior to the Closing Date pursuant to Agency Fee Letter shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such fees or expenses not expressly set forth in the Agency Fee Letter have been have been invoiced not less than three business days prior to the Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 hereof shall be true and correct in all material respects; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects. (e) There has been no change, occurrence or development since September 30, 2020 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Transactions, no Default shall have occurred and be continuing. (g) [Reserved]. (h) Prior to or substantially concurrently with the Closing Date, (i) the 2026 Senior Secured Notes shall have been issued and (ii) the Existing Credit Agreement shall have been paid off in full and terminated and all liens thereunder shall have been released pursuant to a customary payoff letter reasonably satisfactory to the Administrative Agent.

  • Approval and Completion If any dispute regarding the design of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Fund (as defined in Section 5(d) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building systems (in which case Landlord shall make the final decision). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof.

  • Review and Approval The Supplier confirms and agrees that it shall apply to receive ISR's written consent, wherever ISR's consent, explicitly or implied, is required according to this Agreement. This requirement and the provision of ISR consent, shall not derogate in any way from Supplier's responsibilities and liabilities under this Agreement, and ISR shall bear no responsibility or liability whatsoever in connection with the review (whether or not there are objections) and/or with any approval given to, or denied from, Supplier, with respect to any matter and/or document, including but without limitation, drawings, designs (at all phases), plans, tests or otherwise.