Authorizations; Consents. Except as expressly contemplated by this Agreement, no authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any other Person is required to authorize or is otherwise required in connection with the valid execution and delivery by the Borrower of the Loan Documents or any instrument contemplated hereby, the repayment by the Borrower of the Note and interest and fees provided in the Note and this Agreement, or the performance by the Borrower of the Obligations.
Authorizations; Consents. (i) All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Wing Sail.
(ii) All notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, governmental and regulatory bodies and third persons required to consummate the transactions contemplated hereby and all consents or waivers shall have been made or obtained.
Authorizations; Consents. All consents, authorizations, orders or approvals of each Governmental Authority, lender and other third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement set forth in Section 8.1(a) of the STAR III Disclosure Letter and Section 8.1(a) of the STAR Disclosure Letter shall have been obtained and any applicable waiting periods in respect thereof shall have expired or been terminated.
Authorizations; Consents. Except as expressly contemplated by the Loan Documents, no authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any other Person is required to be obtained by the Guarantor to authorize, or is otherwise required in connection with, the valid execution and delivery by the Guarantor of this Guaranty or any other Loan Document or the payment and performance by the Guarantor of the Guaranteed Indebtedness.
Authorizations; Consents. You represent and warrant that (i) You have the right to use, disclose, license, disseminate and grant access to the systems, programs, materials, equipment (including drives and media), documents, information and data that You have or will provide access to Palo Alto Networks in order for Palo Alto Networks to perform the Unit 42 Services and prepare the Deliverables (collectively “Client Assets”), (ii) You have the right to be in possession of, or are the owner of, all Client Assets furnished to Palo Alto Networks hereunder and such Client Assets are furnished for a lawful purpose, and (iii) to the extent You provide any personal information to Palo Alto Networks for the performance of the Unit 42 Services, You hereby confirm that You have obtained any requisite consents required by applicable laws.
Authorizations; Consents. The Sellers shall have received (i) evidence of the authorization of the transactions provided hereunder by the FCC in terms reasonably satisfactory to the Sellers, and (ii) duly executed copies of any other Consent required for the consummation of the transactions contemplated by this Agreement with respect to the Buyer, if any.
Authorizations; Consents. All corporate action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by Apollo LNG and by Apollo, and all notices to, and declarations, filings and registrations with, and consents, authorizations, approvals and waivers from, Governmental Authorities and third Persons required to consummate the transactions contemplated hereby shall have been made or obtained.
Authorizations; Consents. Section 4.4 of the Alkermes Disclosure Schedule contains a list of all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers required to be made, filed, given or obtained by Alkermes or any of its Subsidiaries with, to or from any Persons or Governmental Authorities in connection with the consummation of this Agreement (including the Merger) or the Ancillary Agreements or the other transactions contemplated hereby or thereby, except for those with respect to which the failure to make, file, give or obtain would not, individually or in the aggregate, have or reasonably be expected to have an Alkermes Material Adverse Effect.
Authorizations; Consents. Except as expressly contemplated by this Agreement, no authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any other Person is required to be obtained by the Borrower or any Subsidiary of the Borrower to authorize, or is otherwise required in connection with, the valid execution and delivery by the Borrower or any such Subsidiary of the Loan Documents or any instrument contemplated hereby, the repayment by the Borrower of the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower and its Subsidiaries of the Obligations.
Authorizations; Consents. (a) Seller has the corporate authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such execution, delivery and performance have been, and at the Closing each of such Ancillary Agreements will be, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been, and at the Closing each of such Ancillary Agreements will be, duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, in each case except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Law affecting the enforcement of creditors’ rights in general and subject to general principles of equity and the discretion of courts in granting equitable remedies. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is or will be a party will not breach or violate any provision of, nor cause any event by which a right of termination or acceleration or Lien on any of its properties or assets would be created under (i) any statute or regulation or any order of any court or other agency of government or any judgment, award or decree, (ii) its certificate of incorporation or bylaws or (iii) any indenture, contract, instrument or other agreement to which Seller is a party or by which it is bound.
(b) There are no consents, approvals or authorizations, declarations, filings or registrations with, or notices to, any governmental or regulatory authority required to be made or obtained by Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the performance of the transactions contemplated hereby and thereby, except for those which have been duly made or obtained.
