No consents: Overview, definition, and example
What does "no consents" mean?
"No consents" refers to a contractual provision in which one party represents and warrants that entering into the agreement or performing its obligations under the agreement does not require the approval, consent, or authorization of any third party, government agency, or other external entity. This ensures that the party has the authority and ability to fulfill its obligations without legal or administrative barriers.
For example, a company selling assets might include a "no consents" representation confirming that it does not need approval from lenders or regulators to complete the sale.
Why is "no consents" important?
The "no consents" clause is important because it provides assurance to the other party that there are no hidden obstacles or dependencies that could delay or invalidate the execution of the agreement. For SMBs, this provision reduces risks associated with potential third-party claims or non-compliance, ensuring smooth and timely performance of the contract.
Including a "no consents" representation in contracts protects against disputes or complications arising from undisclosed requirements for third-party approvals, fostering trust and clarity between parties.
Understanding "no consents" through an example
Imagine an SMB enters into a merger agreement with another company. The agreement includes a "no consents" clause in which the merging company represents that no third-party approvals, such as those from lenders or minority shareholders, are required to complete the transaction. This ensures that the merger can proceed without delays caused by seeking external consents.
In another scenario, a tenant subleasing office space represents that their lease agreement with the landlord does not require the landlord's consent for subleasing. The "no consents" clause ensures that the sublease arrangement can be finalized without additional approvals.
An example of a no consents clause
Here’s how a no consents clause might appear in a contract:
“The Party represents and warrants that no consent, approval, authorization, or action by, or filing with, any third party, government authority, or other entity is required for the execution, delivery, or performance of this Agreement, except as expressly disclosed in Schedule A hereto.”
Conclusion
The "no consents" provision provides clarity and assurance that a party can perform its contractual obligations without requiring external approvals or authorizations. For SMBs, this clause minimizes risks, ensures smooth execution of agreements, and avoids delays caused by undisclosed dependencies. A well-drafted "no consents" clause fosters trust and transparency in business relationships, reducing the likelihood of disputes or complications.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.