Consents and Authorization. (a) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority or other Third Party is required by, or with respect to, Buyer in connection with the execution and delivery of this Agreement or the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby, except for any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets, and such other consents, waivers, approvals, authorizations, registrations, declarations, filings or notices, the absence of which, would not, individually or in the aggregate, have or reasonably be expected to have a materially adverse effect on the ability of Buyer to consummate the transactions contemplated hereby (a “Buyer Material Adverse Effect”).
(b) All requisite corporate action necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby has been taken. This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.
Consents and Authorization. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority is required by, or with respect to, Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets. All requisite corporate action necessary to authorize the execution, delivery and performance by Buyer of this Agreement has been taken. This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.
Consents and Authorization. All consents in connection with the completion of the transactions contemplated by this Agreement shall have been obtained at or before the Closing on terms acceptable to Purchaser, acting reasonably, the failure of which to obtain would have a Material Adverse Effect on the Purchaser or the Venture.
Consents and Authorization. All Required Consents that are required to be received or delivered at or prior to the Closing shall have been received or delivered as applicable, in form and substance reasonably satisfactory to Buyer.
Consents and Authorization. Brooke has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Brooke as of the date hereof. This Agreement constitutes the valid and legally binding obligations of Brooke, enforceable in accordance with its terms and conditions.
Consents and Authorization. FACC has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of FACC as of the date hereof. This Agreement constitutes the valid and legally binding obligations of FACC, enforceable in accordance with its terms and conditions.
Consents and Authorization. All material consents or approvals of third parties necessary for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer have been obtained. The execution, delivery and performance of this Agreement by Buyer has been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes the legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights generally.
Consents and Authorization all appropriate closing consents, approvals, orders and authorizations, if any, of any persons or governmental or administrative authorities in Canada or elsewhere (or registrations, declarations, filings or recordings with any such authorities) in form and terms satisfactory to counsel for AHC BC, acting reasonably, and compliance with any conditions thereof required in connection with the completion of any of the transactions contemplated by this Agreement, the execution of this Agreement, the Closing or the performance of any of the terms and conditions hereof shall have been obtained on or before the Closing Time;
Consents and Authorization. To the best of its knowledge, no Consents of, or filing with, any person (including, without limitation, any Official Body) are required in connection with the execution, delivery or performance of its obligations under this Agreement, the Note and the Pledge Agreement or the validity or enforceability against it of them, except for such filings as may be required under the federal or state securities laws of the United States of America.
Consents and Authorization. Other than the filing of the Plan of Merger provided for under Article I, all material consents and authorizations of, filings or registrations with, and notices to, any governmental or regulatory authority required of CASI, CASI Cayman, or any of their respective subsidiaries to consummate the Merger and the other transactions contemplated hereby shall have been obtained, made and delivered, respectively.
