Consents and Approvals; Permits. Except as set forth on Schedule 3.3 of the Disclosure Schedules, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person, and no Permit, is required to be made or obtained by Seller in connection with the authorization, execution, delivery and performance by Seller of the Transaction Documents or the consummation of the Transactions.
Consents and Approvals; Permits. All material Consents or waivers thereof and Permits required to consummate the transactions contemplated hereby, as set forth in Section 8.1(c) of the Disclosure Letter, shall have been obtained from all Governmental Entities.
Consents and Approvals; Permits. Seller shall use its best efforts to obtain (a) entry of the Bidding Procedures Order and the Order by the Bankruptcy Court, and (b) approval, in the Bidding Procedures Order, of the obligation set forth in Article X. Seller shall use its best efforts to transfer all Permits to Purchaser necessary or required for the operation of the Business.
Consents and Approvals; Permits. (a) Except as set forth on Schedule 2.06(a), no consent, waiver, agreement, approval, or authorization of, or declaration, filing, notice or registration to or with, any federal, state, local or foreign government or any agency, bureau, board, commission, authority, body, court, department, official, political subdivision, tribunal, non-governmental self-regulatory or standard-setting authority or other instrumentality ("Governmental Authority") or other Person or entity (i) is required for the execution, delivery and performance by Medscape of this Agreement or any of the Ancillary Agreements to which Medscape is a party, (ii) is necessary in order to ensure the legality, validity, binding effect or enforceability against Sellers of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby or (iii) is necessary in order that the Business be conducted following the Closing Date substantially in the same manner as the Business is conducted as of the date hereof, other than those consents, waivers, agreements, approvals, authorizations, declarations, filings, notices or registrations, that have been obtained or made, as set forth on Schedule 2.06(a).
(b) Sellers and Subsidiary have all material Permits necessary in order that the Business be conducted following the Closing Date substantially in the same manner the Business is conducted as of the date hereof. All such Permits are valid and in full force and effect and are listed on Schedule 2.06(b). Except as would not have, individually or in the aggregate, a Material Adverse Effect, Medscape and Subsidiary have not violated and are in compliance with all such Permits.
Consents and Approvals; Permits. Seller shall have delivered (a) consents and approvals (which may be included in or covered by binding orders under the 365 Order) in form and substance to the reasonable satisfaction of Purchaser, from (i) each party to any of the Assumed Obligations, (ii) any authority (including the governmental entities and authorities) whose consent and approval is required for the consummation of the transactions contemplated hereby, and (iii) any lenders, lessors, vendors, vendees or other persons or entities whose consent or approval is required for this transaction, and (b) certified resolutions of Seller's Board of Directors.
Consents and Approvals; Permits. (a) Each authorization, consent, approval or other action by, or notice to or filing with, any Person that is, or may be, required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement, including without limitation, each consent by a lender (“Lender Consents”), a joint venture partner or entity (“JV Consents”) and other entities (“Other Consents”) that is, or may be, required to assign the Purchased Assets to Buyer without causing a default under any such agreement or any other agreement, including each Management Agreement, and any other Seller Transaction Documents to which Seller, ELRH or ELRH II is a party, has or will be obtained by Seller, ELRH or ELRH II, as applicable, and is set forth on Schedule 5.06(a), opposite the name and address of the applicable Managed Property and setting forth the lender, joint venture partner or entity or other party from which consent is or may be required or necessary to avoid a breach or default to such lender, joint venture partner or entity due to the transactions contemplated herein.
(b) Set forth on Schedule 5.06(b) is a list of all Permits which are necessary for the ownership or lease of the Purchased Assets and the operation of the Business by Seller, ELRH and ELRH II as presently conducted. All such Permits are in full force and effect and to the Knowledge of Seller, have been duly and lawfully secured or made. No additional Permit is required from any Governmental Authority in connection with the operation of the Business or the transfer of the Business to Buyer. There is no proceeding pending or, to the Knowledge of Seller, ELRH and ELRH II, threatened, to revoke, suspend, withdraw or terminate any such Permit. Seller, ELRH and ELRH II each is in compliance in all material respects with all such Permits. Seller, ELRH and ELRH II each has fulfilled and performed its material obligations under each such Permit and there is no breach or default under any such Permit.
(c) Schedule 5.06(c) sets forth the Property Owner of each of the Managed Properties.
Consents and Approvals; Permits. The Seller shall have obtained the consents and approvals listed on Appendix VII and the Purchaser shall have obtained the Permits listed on Appendix VII.
Consents and Approvals; Permits. Seller shall have obtained (i) the material consents and approvals, or waivers thereof, of third parties, including, without limitation, those of governmental regulatory entities, other than with respect to U.S. Government Contracts and (ii) the material permits, in each case, as set forth on Schedule 7.1(b).
Consents and Approvals; Permits. Seller and the Company shall have obtained the (A) material consents and approvals, or waivers thereof, of third parties, including, without limitation, those of governmental regulatory entities and (B) material permits, in each case, as set forth in Section 8.1(c) of the Disclosure Schedule. 2 Conditions to Seller's Obligations. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by Seller):
Consents and Approvals; Permits. (a) Except as set forth on Schedule 5.06(a), no authorization, consent, approval or other action by, or notice to or filing with, any Person is required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement or any other Seller Transaction Documents to which it is a party by Seller, MR Holdings, Parent or Principal.
(b) Set forth on Schedule 5.06(b) is a list of all material Permits which are necessary for the ownership or lease of the Purchased Assets and the operation of the Business by Seller as presently conducted. All such Permits are in full force and effect and to the Knowledge of Seller, have been duly and lawfully secured or made. There is no proceeding pending or, to the Knowledge of Seller, threatened, to revoke, suspend, withdraw or terminate any such Permit. Seller is in compliance in all material respects with all such Permit. Seller has fulfilled and performed its material obligations under each such Permits and there is no breach or default under any such Permit.
