Government and Third Party Consents. Except for filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (“HSR Act”) and any consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration which, if not obtained or made, would not have or result in, individually or in the aggregate, a Material Adverse Effect, no consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration (“Consent”) of or with any governmental authority or any other person is required to be made or obtained by the Company in connection with (i) the execution and delivery of this Agreement by the Company or the performance by the Company of it obligations hereunder; or (ii) the execution and delivery of the Investor Rights Agreement by the Company or performance by the Company of its obligations thereunder or the consummation of the transactions contemplated hereby and thereby.
Government and Third Party Consents. Except for filings required under the HSR Act and any consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration which, if not obtained or made, would not have or result in, individually or in the aggregate, a Material Adverse Effect, no Consent of or with any governmental authority or any other person is required to be made or obtained by the Seller in connection with (i) the execution and delivery of this Agreement by the Seller or the performance by the Seller of it obligations hereunder; or (ii) or the consummation of the transactions contemplated hereby.
Government and Third Party Consents. Prior to the Closing, each Seller will give all required notices to third parties and Governmental Authorities and will use their reasonable best efforts to obtain all Licenses and Permits, consents, waivers, approvals, authorizations, declarations and filings listed on Disclosure Schedule 3.2(b) which are required to consummate the transactions contemplated by this Acquisition Agreement. Notwithstanding the foregoing, only those Licenses and Permits, consents, waivers, approvals, authorizations, declarations and filings listed on Disclosure Schedule 6.6 will be required to be obtained by the Sellers on or prior to the Closing Date (collectively, the “Required Consents”). The Buyer will provide reasonable cooperation with the Sellers with respect to obtaining the Required Consents; provided that, the Buyer will not be obligated to make any payment or expenditure with respect to obtaining the Required Consents. Each Seller shall cooperate with the Buyer in obtaining all Licenses and Permits necessary to operate the Business which will not be a Purchased Asset.
Government and Third Party Consents. Except (i) for the filing of the Restated Certificate, which will have been filed as of the Closing, (ii) for filings pursuant to Regulation D of the 1933 Act and Section 25102(f) of the California Corporation Code, which may and will be timely filed after the Closing, and (iii) for filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR ACT"), no consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration ("CONSENT") of or with any Governmental Authority or any other person is required to be made or obtained by the Company or any Major Subsidiary in connection with (A) the execution and delivery of this Agreement or any of the Transaction Agreements; or (B) the performance by the Company of its obligations under this Agreement or the Transaction Agreements or the consummation of the transactions contemplated hereby and thereby, other than Consents required with respect to the performance of the Collaboration Agreement after the date of the Closing that may be obtained after the Closing and for which the Company does not currently believe that it will be unable to obtain in a timely manner.
Government and Third Party Consents. No material consent, authorization, license, permit, registration or approval of, or other action by, or notice to, any governmental or public body or authority or any other party is required in connection with the Operator's execution and delivery of this Agreement or the performance by the Operator of its obligations hereunder.
Government and Third Party Consents. Except for filings required under the 1933 Act and any consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration which, if not obtained or made, would not have or result in, individually or in the aggregate, a Material Adverse Effect, no consent, waiver, approval, order, permit, authorization, declaration, notification, filing, designation, qualification or registration of or with any governmental authority or any other person is required to be made or obtained by the Company in connection with (i) the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder; or (ii) the consummation of the transactions contemplated hereby and thereby.
Government and Third Party Consents. All third-party consents listed in Schedule 7.4 of the Disclosure Memorandum shall have been obtained on terms satisfactory to Buyers.
Government and Third Party Consents. Prior to the Closing, Seller shall give all required notices to third parties and Governmental Authorities and will use its reasonable best efforts to obtain all licenses and permits, consents, waivers, approvals, authorizations, declarations and filings listed on Part 3.2(c) which are required to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, only those licenses and permits, consents, waivers, approvals, authorizations, declarations and filings listed on Schedule 6.10 will be required to be obtained by Seller on or prior to the Closing Date (collectively, the “Required Consents”). Buyer will provide reasonable cooperation with Seller with respect to obtaining the Required Consents; provided that, Buyer will not be obligated to make any payment or expenditure with respect to obtaining the Required Consents. Seller shall cooperate with Buyer in obtaining all licenses and permits, consents, waivers, approvals, authorizations, declarations and filings necessary to operate the Business TABLE OF CONTENTS which will not be a Purchased Asset; provided that, Seller will not be obligated to make any payment or expenditure with respect to obtaining such licenses and permits, consents waivers, approvals authorizations declaration and filings.
Government and Third Party Consents. (i) All requisite Governmental Authorities and third parties shall have approved or consented to the Transaction, the financing therefor and the other transactions contemplated by the Loan Documents and the Transaction Documents to the extent required and (ii) all applicable waiting periods shall have expired and there shall be no governmental or judicial action, actual or threatened, that has or could have a reasonable likelihood of restraining, preventing or imposing burdensome 57 conditions on the Transaction or the other transactions contemplated by the Transaction Documents and the Loan Documents.
Government and Third Party Consents. The Company shall deliver to the Purchaser at or prior to the Closing all government and third-party consents, releases, authorizations and approvals necessary for the consummation of the transactions contemplated by this Agreement.
