Common use of Authorization; Consents Clause in Contracts

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Documents, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Companies. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all manufacturers with whom the Companies have entered into franchise agreements) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 4 contracts

Samples: Merger Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

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Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Documents, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Companies. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom the Companies have entered into a franchise agreementsagreement (or comparable instrument, mortgages, floor plan lenders and other lenders)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 3 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Documents, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the CompaniesCompanies and the Partnership. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom any of the Companies or the Partnership have entered into a franchise agreementsagreement (or comparable instrument)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Merger Agreement (United Auto Group Inc)

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Documents, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the Companies. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all manufacturers with whom the Companies have entered into franchise agreements) Ford Motor Company required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the DocumentsLease, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the CompaniesCompany. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom the Companies have entered into Company has a franchise agreementsagreement (or comparable instrument)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

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Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the Documents, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the CompaniesCompany. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom the Companies have Company has entered into a franchise agreementsagreement (or comparable instrument)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the DocumentsReal Estate Purchase Agreement, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the CompaniesCompany. All filings required to be made under the H-H- S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom the Companies have entered into Company has a franchise agreementsagreement (or comparable instrument)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Authorization; Consents. (a) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the DocumentsReal Estate Purchase Agreement, and the consummation of the transactions contemplated hereby and thereby shall have been duly and validly taken by the CompaniesCompany. All filings required to be made under the H-S-R Act in connection with the transactions contemplated hereby shall have been made and all applicable waiting periods with respect to each such filing, including any extensions thereof, shall have expired or been terminated. (b) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons (including, but not limited to, all automobile manufacturers with whom the Companies have entered into Company has a franchise agreementsagreement (or comparable instrument)) required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

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