Government Approvals and Consents. Notwithstanding anything to the contrary set forth herein or in any other Credit Document, each Agent agrees that to the extent prior Governmental Authority approval is required pursuant to Requirements of Law for (i) the operation and effectiveness of any grant, right or remedy hereunder or under the other Credit Documents or (ii) taking any action that may be taken by the Administrative Agent hereunder or under the other Credit Documents, such grant, right, remedy or actions will be subject to such prior Governmental Authority approval having been obtained by or in favor of the Administrative Agent. Voting rights in any Collateral representing control over any license, permit, franchise or other authorization issued by any such Governmental Authority shall remain in the authorized holder thereof notwithstanding the occurrence and continuance of any Event of Default until any necessary consents of a Governmental Authority shall have been obtained for any assignment of assets or change of control that requires such prior approval.
Government Approvals and Consents. All governmental consents --------------------------------- required in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect and all governmental filings required in connection with the consummation of the transactions contemplated by this Agreement shall have been made, and all waiting periods, if any, applicable to the consummation of such transactions imposed by any governmental entity shall have expired, other than those which, if not obtained, in force or effect, made or expired (as the case may be) would not, whether individually or in the aggregate, have a material adverse effect on the transactions contemplated by this Agreement.
Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its reasonable best efforts to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the State Approval) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
Government Approvals and Consents. (a) Upon the terms and subject to the conditions of this Agreement, each party hereto shall use its best efforts to obtain the approval of the Management Services Agreement by the Nevada Department of Taxation (the “MSA Approval”) and to consummate the transactions contemplated by this Agreement as promptly as practicable. In furtherance of the foregoing, each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those required to obtain the MSA Approval and the Nevada Approvals) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Agreements. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. Notwithstanding anything to the contrary provided for herein, the Company shall submit a request for the MSA Approval within 10 Business Days from the Effective Date. In addition, the Company and the Member shall respond to all requests by the Nevada Department of Taxation for information in connection with the MSA Approval within ten (10) Business Days after the date that such party is notified (in writing) by the Nevada Department of Taxation that it requires additional information in connection with its review of the documentation submitted in connection with the MSA Approval.
Government Approvals and Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (a) in connection, or in compliance, with the rules of the American Stock Exchange, the provisions of the HSR Act, the Securities Act, the Exchange Act and any state securities or blue sky law, (b) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (c) such consents, approvals, authorizations, permits, filings and notifications listed in Section 5.8 of the Company Disclosure Schedule, and (d) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
Government Approvals and Consents. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to Gart or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Gart or MergerSub or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (a) in connection, or in compliance, with the rules of The Nasdaq Stock Market, the provisions of the HSR Act, the Securities Act, the Exchange Act, and any state securities or blue sky law, (b) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (c) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on Gart.
Government Approvals and Consents. All Consents of all Governmental Authorities required to be made or obtained by any of the Parent, the Company, the Investor and their respective Affiliates, including all Consents to be obtained by the Company pursuant to the Credit Agreement, in connection with the consummation of the transactions contemplated at such Closing, shall have been made or obtained.
Government Approvals and Consents. Except as set forth in Section 4.6 of the Standard Disclosure Schedule, no filing or registration with, notice to or authorization, consent or approval of, any Governmental Entity is required by or with respect to Standard in connection with the execution and delivery of any of the Company Transaction Documents by Standard or is necessary for the consummation of the transactions contemplated thereby.
Government Approvals and Consents. No filing or registration with, notice to or authorization, consent or approval of, any Governmental Entity is required by or with respect to Exped in connection with the execution and delivery of any of the Exped Transaction Documents by Exped or is necessary for the consummation of the transactions contemplated thereby.
Government Approvals and Consents. All governmental approvals and third --------------------------------- party consents required to be made or obtained by any party hereto in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby shall have been made or obtained.
