Common use of Authorization; Third Party Consents Clause in Contracts

Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with the execution and delivery of the Transaction Agreements by Seller, Kilat and the Shareholders, the performance of their respective obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby and thereby shall have been made or obtained. All corporate actions necessary to authorize the execution, delivery and performance of the Transaction Agreements by Seller and Kilat, and the consummation by Seller and Kilat of the transactions contemplated by the Transaction Agreements shall have been duly and validly taken, and Seller and Kilat shall have full right and power to sell the Intellectual Property Assets and to perform their respective obligations upon the terms provided in the Transaction Agreements. On or prior to the Closing Date, Seller, Kilat and the Shareholders shall have furnished to the Buyer evidence of the foregoing filings, notices, consents, stipulations and assignments.

Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with the execution and delivery of the Transaction Agreements this Agreement by Seller, Kilat and the Shareholders, the performance of their respective obligations hereunder and thereunderhereunder, or the consummation of the transactions contemplated hereby and thereby shall have been made or obtained. All corporate actions necessary to authorize the execution, delivery and performance of the Transaction Agreements this Agreement by Seller and Kilat, and the consummation by Seller and Kilat of the transactions contemplated by the Transaction Agreements this Agreement shall have been duly and validly taken, Seller shall have full right and power to sell the Assets (except as may be limited pursuant to the Facility) and Seller and Kilat shall have full right and power to sell the Intellectual Property Assets and to perform their respective obligations upon the terms provided in the Transaction Agreementsthis Agreement. On or prior to the Closing Effective Date, Seller, Kilat and the Shareholders shall have furnished to the Buyer evidence of the foregoing filings, notices, consents, stipulations and assignments.

Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with the execution and delivery of the Transaction Agreements by Seller, Kilat and the Shareholders, the performance of their respective obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby and thereby shall have been made or obtained. All corporate actions necessary to authorize the execution, delivery and performance of the Transaction Agreements by Seller and Kilat, and the consummation by Seller and Kilat of the transactions contemplated by the Transaction Agreements shall have been duly and validly taken, and Seller and Kilat shall have full right and power to sell the Assets and the Intellectual Property Assets and to perform their respective obligations upon the terms provided in the Transaction Agreements. On or prior to the Closing Date, Seller, Kilat and the Shareholders shall have furnished to the Buyer and Centerpost evidence of the foregoing filings, notices, consents, stipulations and assignments.

Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with the execution and delivery of the Transaction Agreements by Seller, Kilat and the Shareholders, the performance of their respective obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby and thereby shall have been made or obtained. All corporate actions necessary to authorize the execution, delivery and performance of the Transaction Agreements by Seller and Kilat, and the consummation by Seller and Kilat of the transactions contemplated by the Transaction Agreements shall have been duly and validly taken, and Seller and Kilat shall have full right and power to sell the Assets and the Intellectual Property Assets and to perform their respective obligations upon the terms provided in the Transaction Agreements. On or prior to the Closing Date, Seller, Kilat and the Shareholders shall have furnished to the Buyer evidence of the foregoing filings, notices, consents, stipulations and assignments.