Common use of Authorization, Approval, etc Clause in Contracts

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors of the security interest granted hereby or for the execution, delivery and performance of this Agreement by the Pledgors; (b) for the perfection or maintenance of the security interests hereunder, including the first priority (subject to Permitted Liens) nature of such security interests (except with respect to the Filing Statements), or the exercise by the Administrative Agent of its rights and remedies hereunder; or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, other rights provided for in this Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the Pledgors, as may be required in connection with a disposition of such securities by Laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC effect or under the Law of any foreign jurisdictionas would reasonably be expected to result in a Material Adverse Change, no Governmental Approval, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgors; such Grantor, (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, orexcept, except in each case, (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Shares or Pledged Interests, as may be required in connection with a disposition of such securities Pledged Shares or Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as for the filing or recording of UCC financing statements and consents, authorizations, filings or other actions which have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdictionno Governmental Approval, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any Pledge and Security Agreement other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgors; such Grantor, (b) other than in respect of any Excluded Perfection Collateral, for the perfection or maintenance of the security interests hereunder, hereunder including the first first-priority (subject to Permitted Liens, any prior Lien under the First Lien Loan Documents and the provisions of the Intercreditor Agreement) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the USPTO or the U.S. Copyright Office) or the exercise by the Administrative Collateral Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Collateral Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Shares or Pledged Interests, as may be required in connection with a disposition of such securities Pledged Shares or Pledged Interests by Laws Legal Requirements affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdictionno Governmental Approval, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgors; such Grantor, (b) for the perfection (except with respect to Excluded Certificated Equipment) or maintenance of the security interests hereunder, hereunder including the first first-priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Shares or Pledged Interests, as may be required in connection with a disposition of such securities Pledged Shares or Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC effect or under the Law of any foreign jurisdictionas would reasonably be expected to result in a Material Adverse Change, no Governmental Approval, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgors; such Grantor, (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the United States Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, orexcept, except in each case, (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Shares or Pledged Interests, as may be required in connection with a disposition of such securities Pledged Shares or Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the PledgorsGrantors; (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest to the extent each Grantor is required to perfect a security interest hereunder in such Collateral (except with respect to the Filing Statements)Statements or, with respect to Owned Intellectual Property Collateral, the recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office) or the exercise by the Administrative Collateral Agent of its rights and remedies hereunder; or (c) for the exercise by the Administrative Collateral Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsGrantors, as may be required in connection with a disposition of such securities by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Agreement and Security Agreement, (ii) any “change of control” or similar filings required by state licensing agenciesagencies and (iii) with respect to any interest in a limited liability company, as may be required to become a member and/or vote such interest.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdictionno Governmental Approval, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the executionhereby, delivery and performance of this Agreement by the Pledgors; (b) except with respect to the notation of the Administrative Agent’s security interest on the certificate of title for Certificated Equipment that does not constitute Excluded Perfection Collateral and Excluded Perfection Collateral, for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Interests, as may be required in connection with a disposition of such securities Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the PledgorsGrantors; (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except to the extent same can be achieved by the filing of Financing Statements or, with respect to Intellectual Property Collateral, the Filing Statements)recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office or, with respect to foreign Intellectual Property Collateral and to the extent the Lender has requested that the Borrower take such action, the taking of appropriate action under applicable foreign Law and, with respect to after-acquired Intellectual Property Collateral, any subsequent filings in such applicable intellectual property offices) or the exercise by the Administrative Agent Lender of its rights and remedies hereunder; or (c) for the exercise by the Administrative Agent Lender of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsGrantors, as may be required in connection with a disposition of such securities by Laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the PledgorsGrantors; (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted LiensLiens (in which case such security interest shall be second in priority of right only to the Permitted Liens until the obligations secured by such Permitted Liens have been satisfied)) nature of such security interests interest (except with respect to the Filing Statements)Statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsGrantors, as may be required in connection with a disposition of such securities by Laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdictionno Governmental Approval, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the executionhereby, delivery and performance of this Agreement by the Pledgors; (b) except with respect to the notation of the Administrative Agent’s security interest on the certificate of title for Certificated Equipment that does not constitute Excluded Perfection Collateral, for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Interests, as may be required in connection with a disposition of such securities Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the PledgorsGrantors; (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) Second-Priority nature of such security interests interest to the extent each Grantor is required to perfect a security interest hereunder in such Collateral (except with respect to the Filing Statements)Statements or, with respect to Owned Intellectual Property Collateral, the recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office) or the exercise by the Administrative Collateral Agent of its rights and remedies hereunder; or (c) for the exercise by the Administrative Collateral Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsGrantors, as may be required in connection with a disposition of such securities by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Agreement and Security Agreement, (ii) any “change of control” or similar filings required by state licensing agenciesagencies and (iii) with respect to any interest in a limited liability company, as may be required to become a member and/or vote such interest.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC or under the Law of any foreign jurisdiction, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: (a) for the grant by the Pledgors Grantors of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the PledgorsGrantors; (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except for the filing of Financing Statements, any necessary continuation statements and amendments, in each case, as required by the UCC, the execution of Control Agreements, or, with respect to Intellectual Property Collateral, the Filing Statements)recordation of any agreements with the United States Patent and Trademark Office or the United States Copyright Office or, with respect to foreign Intellectual Property Collateral and to the extent the Administrative Agent has requested that the Borrower take such action, the taking of appropriate action under applicable foreign Law and, with respect to after-acquired Intellectual Property Collateral, any subsequent filings in such applicable intellectual property offices) or the exercise by the Administrative Agent of its rights and remedies hereunder; or (c) for the exercise by the Administrative Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, or, except (i) with respect to any securities issued by a Subsidiary of the PledgorsGrantors, as may be required in connection with a disposition of such securities by Laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “change of control” or similar filings required by state licensing agencies.

Authorization, Approval, etc. Except as have been obtained or made and are in full force and effect, filings required under the UCC effect or under the Law of any foreign jurisdictionas would reasonably be expected to result in a Material Adverse Change, no Governmental Approval, authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required either: either (a) for the grant by the Pledgors such Grantor of the security interest granted hereby or for the execution, delivery and performance of this Security Agreement by the Pledgors; such Grantor, (b) for the perfection or maintenance of the security interests hereunder, hereunder including the first priority (subject to Permitted Liens) nature of such security interests interest (except with respect to the Filing Statements)financing statements or, with respect to Intellectual Property Collateral, the recordation of any agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office) or the exercise by the Administrative Collateral Agent of its rights and remedies hereunder; or , or (c) for the exercise by the Administrative Collateral Agent of the voting or, as may be required in connection with a disposition of securities by Laws affecting the offering and sale of securities generally, or other rights provided for in this Security Agreement, orexcept, except in each case, (i) with respect to any securities issued by a Subsidiary of the PledgorsPledged Shares or Pledged Interests, as may be required in connection with a disposition of such securities Pledged Shares or Pledged Interests by Laws laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Security Agreement and (ii) any “"change of control” " or similar filings required by state licensing agencies.