Government and Third Party Approvals. If and to the extent that the valid, complete and perfected transfer, assignment or novation of any asset or liability pursuant to the Assignment Agreement would be a violation of Applicable Law or require any Third-Party Approval or Governmental Approval in connection with the Separation or the IPO, then, unless Cadence shall otherwise determine, the transfer or assignment to, or novation by, the Tality Group, as the case may be, of such assets or liabilities shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all such Third-Party Approvals or Governmental Approvals have been obtained. Notwithstanding the foregoing, any asset allocated to the Partnership the transfer of which is so delayed shall still be considered an asset of the Partnership for purposes of determining whether any associated liability is a liability of the Partnership; provided, however, that if such Third-Party Approvals or Governmental Approvals have not been obtained within six months after the Separation Date, the parties shall use all commercially reasonable efforts to achieve an alternative solution in accordance with the parties' intentions. Tality shall (and it shall cause its Subsidiaries to) reimburse Cadence for all additional costs and expenses incurred by Cadence or any other member of the Cadence Group in connection with the performance of its obligations under this Section 4.7.
Government and Third Party Approvals. The transactions contemplated ------------------------------------ by this Agreement shall have been approved by all government agencies and third parties from whom such approval is required, including, but not limited to, Xxxx Capital, Inc. and Bankers Trust Company.
Government and Third Party Approvals. Organitech and the Organitech Shareholders represent that [except for the approval by the Chief Scientist Office or as listed on Schedule 4.11 attached hereto,] no consent by, approval or authorization of or filing, registration or qualification with any Governmental Entity, or any corporation, person or other entity (including any party to any contract or agreement with the Organitech Shareholders or Organitech) is required (i) for the execution, delivery and performance of this Agreement by the Organitech Shareholders and Organitech, (ii) in connection with the consummation of the transactions contemplated hereby and thereby by either the Organitech Shareholders or Organitech, or (iii) in order to vest in Incubate good and marketable title in and to all of the Organitech Group Shares upon the Closing.
Government and Third Party Approvals. Except as set forth on Schedule 3.6, no Governmental Consent or Consent of any Person (including any party to any material Contract with VASCO) is required (i) for the execution, delivery and performance by VASCO of this Agreement or any of the Collateral Documents to which it is a party or (ii) in connection with VASCO's consummation of the Contemplated Transactions.
Government and Third Party Approvals. Except as set forth on Schedule 4.4, no Governmental Consent or Consent of any Person (including any party to any material Contract with SSI) is required (i) for the execution, delivery and performance by SSI of this Agreement or any of the Collateral Documents to which it is a party or (ii) in connection with SSI's consummation of the Contemplated Transactions.
Government and Third Party Approvals. If and to the extent that the valid, complete and perfected transfer, assignment or novation of any asset or liability pursuant to the Assignment Agreement would be a violation of Applicable Law or require any Third-Party Approval or Governmental Approval in connection with the Separation or the IPO, then, unless Cadence shall otherwise determine, the transfer or assignment to, or novation by, the Tality Group, as the case may be, of such assets or liabilities shall be automatically deemed deferred and any such purported transfer, assignment or novation shall be null and void until such time as all such Third-Party Approvals or Governmental Approvals have been obtained. Notwithstanding the foregoing, any asset allocated to the Partnership the transfer of which is so delayed shall still be considered an asset of the Partnership for purposes of determining whether any associated liability is a liability of the Partnership; PROVIDED, HOWEVER, that if such Third-Party Approvals or Governmental Approvals have not been obtained within six months after the Separation Date, the parties shall use all commercially reasonable efforts to achieve an alternative solution in accordance with the parties' intentions. Tality shall (and it shall cause its Subsidiaries to) reimburse Cadence for all additional costs and expenses incurred by Cadence or any other member of the Cadence Group in connection with the performance of its obligations under this Section 4.7.
Government and Third Party Approvals. Except for those approvals set forth on Schedule 2.4 hereto, no consent by, approval or authorization of or filing, registration or qualification ("Consent") with any federal, state or local authority, or any corporation, person or other entity (including any party to any contract or agreement with Seller) is required (i) for the execution, delivery or performance of this Agreement by Seller, (ii) in connection with Seller's consummation of the transactions contemplated hereby, or (iii) in order to vest in Buyer good and marketable title in and to all of the Purchased Assets upon the Closing.
Government and Third Party Approvals. All governmental or third party approvals, if required for the execution and consummation of this Agreement and the transactions contemplated hereby, have been duly obtained, provided that no such representation and warranty is made by Mayo with respect to (i) the 1991 Agreement, (ii) the 1993 Agreement, (iii) the 1994 Agreement, and (iv) the Microsoft Agreement.
Government and Third Party Approvals. Termination or expiration of any applicable waiting period (including any extension thereof) required to have occurred in connection with the Transaction and, as applicable, the Carrier Entities Transaction, under the Xxxx-Xxxxx-Xxxxxx Act, if Buyer elects to file a notification thereunder, shall have occurred and all Governmental Approvals (without any Burdensome Conditions) required by the TDI to consummate the Transaction or the Carrier Entities Transaction, and all third party consents set forth on Section 7(a)(i) of the Seller Disclosure Letter, shall have been obtained.
Government and Third Party Approvals. Except for the filing under the HSR Act made pursuant to Section 6.11 and as may be otherwise listed on Schedule 3.6, no Governmental Consent or Consent of any Person (including any party to any Contract with the Company) is required (i) for the execution, delivery and performance by the Company of this Agreement or any of the Collateral Documents to which any of them is a party, (ii) in connection with the consummation of the Contemplated Transactions by the Company.
