Common use of Consent and Approvals Clause in Contracts

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Ellie Mae Inc), Asset Purchase Agreement (Popmail Com Inc), Asset Purchase Agreement (Ess Technology Inc)

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Consent and Approvals. There is no requirement applicable to Buyer to --------------------- make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Atroad Inc), Asset Purchase Agreement (Atroad Inc)

Consent and Approvals. There is no requirement applicable to Buyer to --------------------- make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Buyer Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pointshare Corp), Asset Purchase Agreement (Pointshare Corp)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Seller’s Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity governmental authorities as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Va Software Corp), Asset Purchase Agreement (Jupitermedia Corp)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Landec Corp \Ca\)

Consent and Approvals. There is no requirement applicable to --------------------- Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for such filings (a) which are referred to in the Seller Disclosure Schedule or (b) and such filings the failure of making which to make would not have a Material Adverse Effect material adverse effect on the transactions contemplated hereby.

Appears in 1 contract

Samples: Investment Agreement (Jfax Com Inc)

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Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the ability of the parties to complete the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Lightwave Inc)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect material adverse effect on the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Technologies LTD)

Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity governmental or administrative entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) other than filings, the failure of making of which would not have a Material Adverse Effect material adverse effect on the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Title Group Inc)

Consent and Approvals. There Other than Governmental Authorizations, there is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation completion by Buyer of the transactions contemplated by this Agreement Contemplated Transactions and the other agreements and instruments Acquisition Documents to be executed and delivered by Buyer pursuant hereto, except for filings (a) which are referred to in the Seller Disclosure Schedule or (b) the failure of making which would not have a Material Adverse Effect on the transactions contemplated herebyBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)

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