Material Consents Sample Clauses

Material Consents. Buyer shall have obtained all consents of third parties (relating to the assignment of Contracts) that are material to the consummation of the transactions contemplated in this Agreement (collectively, the “Material Consents”) as specified in Schedule 7.7. The Material Consents shall be in form and substance reasonably satisfactory to Buyer. Buyer shall cooperate in the assumption of the Contracts.

Material Consents. The Sellers shall have received the Consents set forth in Section 5.2(g) of the Seller Disclosure Letter.

Material Consents. Each Consent that is designated by Buyer and Seller on Schedule 3.3 as being a “required consent” shall have been obtained without any material adverse change in the terms or conditions of each License or Contract to which such Consent relates from those in effect on the date hereof.

Material Consents. Each of the Material Consents shall have been obtained.

Material Consents. The Partnership, General Partner or Subscriber, as applicable, shall have received a duly executed copy of each consent or approval of any Person required for consummation of the transactions hereunder where the failure to obtain such consent or approval would reasonably be expected to result in a Material Adverse Effect, in each case, in form and substance reasonably satisfactory to the Subscriber, each of which shall be in full force and effect as of the Closing Date.

Material Consents. All consents, permits and approvals of Governmental Entities and other private third parties listed in Sections 2.4(c) and 2.4(d) of the Company Disclosure Letter shall have been obtained with no adverse conditions attached and no expense imposed on the Company.

Material Consents. Schedule 5.4 contains a list of (i) all Consents required in respect of Material Acquired Contracts, and (ii) all Consents required from Governmental Entities (collectively, the “Material Consents”).

Material Consents. With respect to the Contracts and assets listed in Schedule 1.5.2 (which are Material Contracts, other material Contracts or material Transferred Assets) (i) which are Non-Assignable Items, or (ii) in respect of which the consummation of the transactions contemplated hereby would violate or result in the breach or termination thereof, constitute a default or an event of default DAC11719918 thereunder, or result in an acceleration, termination, suspension or modification thereof (collectively, the “Consent Items”): (a) the Sellers shall (at the Sellers' cost and expense) use their commercially reasonable efforts to obtain, prior to the Closing, all Third Party Consents necessary to authorize, approve or permit the sale, assignment, transfer or continuation of such Consent Items (the “Material Consents”) to or with the Buyers (including for the purposes hereof at the Buyers' sole discretion, the Business) or to otherwise novate such Consent Items for the benefit of the Buyers (or the Business), provided that: (i) in soliciting the Material Consents or novations, the Sellers’ Group shall, as applicable and upon Buyers' prior written consent, which shall not be unreasonably withheld or delayed, provide such relevant disclosure of the transactions contemplated hereby to the relevant third parties as may be reasonably required; (ii) Buyers shall reasonably assist and cooperate in good faith with the Sellers’ Group to obtain the Material Consents or novations by providing any information or otherwise taking any actions which the Sellers’ Group may reasonably request; and (iii) the Sellers’ Group shall not be required to make any payment or deliver any guarantee, comfort letter or similar undertaking to any third party to obtain a Material Consent or novation and shall not accept any change to any contracts or other assets in order to obtain a Material Consent or novation without the prior written consent of Buyers, which consent shall not be unreasonably withheld or delayed; and (b) in the event that any Material Consent or novation is not obtained on or prior to Closing, the Sellers’ Group shall: (i) continue to use commercially reasonable efforts (on the basis described above) to obtain such Material Consent or novation until the earlier of (x) the date which is three (3) months after the Closing Date, (y) the date of expiration of the relevant Consent Item (provided that the Sellers’ Group shall not be obligated to extend the stated term of the relevant Consen...

Material Consents. The Material Consents issued by Governmental Authorities shall have been obtained.