obtained Clause Samples

obtained. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.
View SourceView Similar (2)
obtained. In the event any such consent or approval is not obtained on or prior to the Closing Date, Seller shall (a) continue to use all reasonable efforts to obtain any such approval or consent after the Closing Date until such time as such consent or approval has been obtained without any third-party cost to Buyer, (b) hold such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement on behalf of Buyer, (c) cooperate with Buyer in any lawful arrangement to provide that Buyer shall receive the benefits under any such Governmental Approval, instrument, contract, lease or permit or other agreement or arrangement, including performance by Seller, as agent, and (d) enforce and perform for the account of Buyer any rights of Seller arising from such Governmental Approval, instrument, contract, lease, permit or other agreement or arrangement, provided that Buyer shall undertake to pay, perform, discharge or satisfy the corresponding liabilities and obligations for the enjoyment of such benefit to the extent Buyer would have been responsible therefor if such consent or approval had been obtained.
View Source
obtained a. If a Medic in the classification Non-Fire Paramedic obtains his firefighter certification, a new position in the classification Fire Fighter shall be created and the classification and such person’s position in the classification of Non-Fire Paramedic shall be abolished. b. If a Medic in the classification Non-Fire Paramedic Supervisor obtains his fire fighter certification, a new position in the classification Lieutenant shall be created and such person’s position in the classification of Non-Fire Paramedic Supervisor shall be abolished. Those Medics, who were in the classification Non-Fire Paramedic Supervisor on January 7, 2013, who obtained his/her fire fighter certification prior to October 1, 2014, and held a position in the classification of Battalion Chief prior to October 1, 2014, shall, effective October 1, 2014: 1. hold a position in the classification of Lieutenant; 2. be entitled to count the time period in which such person served as a Battalion Chief as time in rank as a Lieutenant for purposes of determining the appropriate tier in the salary schedule in Appendix Years 5-6;
View Source
obtained. PAS shall have given any and all required notices of the transactions contemplated by this Agreement, and shall have obtained any and all written consents required for the transactions contemplated by this Agreement, pursuant to its Articles of Incorporation and Bylaws and pursuant to each material contract, loan, or agreement, plan, policy, lease, permit, license and other document or instrument specified in any Exhibit or Schedule hereto as requiring such notice or consent, which shall be at the existing terms and conditions. No terminations or defaults shall have occurred or be threatened, by reason of this Agreement or the transactions contemplated hereby, pursuant to any material contract, loan, agreement, plan, policy, lease, permit, license or any other document or instrument specified in any Exhibit or Schedule attached hereto that could have a Material Adverse Effect on PAS. PAS shall have transmitted to USSC copies of all documents executed by PAS in connection with the obtaining of required consents, or giving of required notices.
View Source
obtained. All of such consents and approvals shall have been obtained without the imposition of any conditions which would adversely affect the Buyer or the Company.
View Source
obtained. Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any consents or waivers that may be required in connection with the transactions contemplated by this Agreement or because of the termination of any Transferred Contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (a) the failure to obtain any such consent or waiver, (b) any such termination or (c) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any person arising out of or relating to the failure to obtain any such consent or any such termination. Prior to the Closing, Seller and Buyer will use commercially reasonable efforts to obtain all such consents and waivers; PROVIDED, HOWEVER, that such efforts shall not include any requirement of Seller or any of its Affiliates to expend money, commence, defend or participate in any litigation, incur any obligation in favor of, or offer or grant any accommodation (financial or otherwise) to, any third party, and all costs and expenses related to seeking and obtaining such consents and waivers shall be for Buyer's account.
View Source

Related to obtained

  • Consents Obtained All consents, waivers, approvals, authorizations or Orders required to be obtained, and all filings required to be made, by the Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby shall have been obtained and made by the Company, except for such consents, waivers, approvals, authorizations and Orders, and such filings, which would not be reasonably likely to have a Material Adverse Effect on the Company.

  • Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

  • Consents All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

  • Necessary Consents Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

  • Governmental Approvals and Consents (a) Each Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) 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. (b) Target Company and Holdings shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.2 and Section 4.2 of the Disclosure Schedules. (c) Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to: (i) respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated by this Agreement or any Ancillary Document; (ii) avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and (iii) in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted. (d) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between the Target Company and Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (e) Notwithstanding the foregoing, nothing in this Section 5.7 shall require, or be construed to require, the other Parties or any of their Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of the other Parties, the Target Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to the other Parties of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.