Governmental and Other Consents and Approvals. Except as set forth on Schedule 6.1(d), no authorization or approval or other action by or consent of, and no notice to or filing or registration with, any Governmental Authority or any other Person is required (i) for the due execution and delivery of the Loan Documents, and the incurrence and due performance of, the financial obligations of the Credit Parties or any Subsidiary thereof under this Agreement or any other Loan Document, or (ii) except for ongoing filings obtained in the ordinary course of the Credit Parties’ business, for the due performance of all other Obligations of the Credit Parties or any Subsidiary thereof under this Agreement or any other Loan Document, except for such authorizations, approvals or other actions as have been obtained or notices or filings as have been made.
Governmental and Other Consents and Approvals. All notices to and filings with all regulatory bodies and other Persons required to be given or made, and all consents or other approvals therefrom shall have been obtained in connection with the transactions contemplated by this Agreement and the other Financing Agreements.
Governmental and Other Consents and Approvals. To the --------------------------------------------- knowledge of Poolmart, no consent, waiver, approval, license or authorization of or designation, declaration or filing with any governmental agency or authority or other public persons or entities in the United States is required in connection with the execution or delivery by Poolmart of this Agreement or the consummation by Poolmart of the Recapitalization Merger or the transactions contemplated hereby, other than (a) filings in the State of Delaware in accordance with the Delaware Law, (b) filings required under the HSR Act, (c) filings required under the Exchange Act and (d) such other consents, waivers, approvals, licenses or authorizations, the failure of which to be obtained will not have a material adverse effect on Poolmart or on the ability of Poolmart to consummate the transactions contemplated hereby.
Governmental and Other Consents and Approvals. Subject to --------------------------------------------- the approval of the Reincorporation Merger Agreement, this Agreement and the Merger Transaction by the shareholders of Leslie's California, to Leslie's California's knowledge, no consent, waiver, approval, license or authorization of or designation, declaration or filing with any governmental agency or authority or other public persons or entities in the United States is required in connection with the execution or delivery by Leslie's California of the Reincorporation Merger Agreement or this Agreement or the consummation by Leslie's California of the transactions contemplated thereby or hereby, other than (a) filings in the States of California and Delaware in accordance with the California Law and the Delaware Law, respectively, (b) filings required under the HSR Act, (c) filings required under the Exchange Act and (d) such other consents, waivers, approvals, licenses or authorizations, the failure of which to be obtained will not have a material adverse effect on Leslie's California and its subsidiaries, taken as a whole, or on the ability of Leslie's California to consummate the transactions contemplated thereby or hereby.
Governmental and Other Consents and Approvals. To the --------------------------------------------- knowledge of Leslie's Delaware, no consent, waiver, approval, license or authorization of or designation, declaration or filing with any governmental agency or authority or other public persons or entities in the United States is required in connection with the execution or delivery by Leslie's Delaware of the Reincorporation Merger Agreement or this Agreement or the consummation by Leslie's Delaware of the transactions contemplated thereby or hereby, other than (a) filings in the States of California and Delaware in accordance with the California Law and the Delaware Law, respectively, (b) filings required under the HSR Act, (c) filings required under the Exchange Act, and (d) such other consents, waivers, approvals, licenses or authorizations, the failure of which to be obtained will not have a material adverse effect on Leslie's Delaware or on the ability of Leslie's Delaware to consummate the transactions contemplated hereby.
Governmental and Other Consents and Approvals. (a) Upon the terms and subject to the conditions of this Agreement, each of the Parties shall cooperate with the other and use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement and the Conveyance Documents. Without limiting the generality of the forgoing, upon the terms and subject to the conditions of this Agreement, from the date of this Agreement until the date of the Closing, each of the Parties shall use commercially reasonable efforts to: (i) promptly prepare and file all necessary documentation to effectuate all necessary filings, applications, notices, petitions and other documents, and otherwise to seek and obtain (and take all such other actions as may be required or requested by any Governmental Authority to seek and obtain, including promptly complying with any reasonable information or document requests from any Governmental Authority) all authorizations, consents, approvals and orders of, or exemptions or non-oppositions by, any Governmental Authority required to be obtained or made by Seller or Buyer in connection with this Agreement or the Conveyance Documents or the taking of any action contemplated hereby or thereby; (ii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding (each, an “Order”) that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement; and (iii) defend any lawsuits or other legal or regulatory proceedings, whether judicial or administrative, challenging this Agreement, the Conveyance Documents or the transactions contemplated hereby or thereby, whether brought by a Governmental Authority or any third party. The Parties shall provide to any Governmental Authority notice of any actions under this Agreement that are required by applicable Law. In connection with the foregoing, Buyer shall have the right to review and approve in advance all characterizations of the information relating to Buyer or the transactions contemplated by this Agreement, on the one hand, and Seller shall have the right to review and approve in advance all characterizations of the information relating to Seller or the transaction...
Governmental and Other Consents and Approvals. No consent, waiver, approval, license or authorization of or designation, declaration or filing with any Governmental Entity or any other Person is required in connection with the execution or delivery by Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Merger or the transactions contemplated hereby, other than (a) filings in the State of Delaware in accordance with the DGCL, (b) filings required under the HSR Act, (c) filings required under the Exchange Act and (d) such other consents, waivers, approvals, licenses or authorizations, the failure of which to be obtained will not have a Parent Material Adverse Effect.
Governmental and Other Consents and Approvals. Except as set forth in Section 5.8 of the Disclosure Schedules, subject to the Company Stockholder Approval, no consent, waiver, approval, license or authorization of or designation, declaration or filing with any Governmental Entity or any other Person is required in connection with the execution or delivery by the Company of this Agreement or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby, other than (a) filings in the State of Delaware in accordance with the DGCL, (b) compliance with and filings required under the HSR Act, and (c) filings required under the Exchange Act.
Governmental and Other Consents and Approvals. No authorization or approval or other action by or consent of, and no notice to or filing or registration with, any Governmental Authority is required (i) for the due execution and delivery of, and the due performance of, the financial obligations of the Credit Parties under this Agreement or any other Loan Document, or (ii) for the due performance of all other Obligations of the Credit Parties under this Agreement or any other Loan Document (other than registrations or filings to perfect the Liens created by the Security Documents), except for such authorizations, approvals or other actions as have been obtained or notices or filings as have been made.
Governmental and Other Consents and Approvals. Other than the approval of the Toronto Stock Exchange to the issuance of the Guarantor Debentures and the Warrants, no authorization or approval or other action by or consent of, and no notice to or filing or registration with, any Governmental Entity, stock exchange or third party is required (i) for the due execution and delivery of, and the due performance of, the obligations of the Credit Parties under this Agreement and each other Transaction Document to which it is a party, or (ii) for the due performance of all other obligations of the Credit Parties under this Agreement and each other Transaction Document to which it is a party.