Governmental Approvals; Required Consents Clause Samples
The 'Governmental Approvals; Required Consents' clause establishes the obligation for parties to obtain all necessary permissions, licenses, or consents from governmental authorities or other relevant entities before proceeding with certain actions under the agreement. In practice, this means that if a transaction or activity requires a permit, regulatory approval, or third-party consent, the responsible party must secure these before moving forward. This clause ensures that all legal and regulatory requirements are met, thereby reducing the risk of non-compliance and potential legal challenges.
Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Envoy or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of the application with the North Carolina Secretary of State pursuant to N.C. Gen. Stat. Section 78A-30 requesting a hearing upon the terms and conditions of the Merger, (iii) the filing of a notification under the HSR Act, (iv) the filing of Articles of Merger with the Secretary of State of the State of Tennessee, (v) the filing of Certificate of Merger with the Secretary of State of the State of Delaware, (vi) the Consents, filings and notifications listed in Section 5.18 of the Envoy Disclosure Letter and (vii) such other Consents, registrations and filings the failure of which to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Envoy.
Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Healtheon/WebMD or Merger Corp in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of a notification under the HSR Act, (ii) the filing of Articles of Merger with the Secretary of State of the State of Washington, (iii) the Consents, filings and notifications listed in Section 6.8 of the Healtheon/WebMD Disclosure Letter; (iv) the effectiveness of the Healtheon/WebMD Registration Statement and filing any notices required under state securities laws in accordance with Section 8.1; and (v) such other Consents, registrations and filings the failure of which to obtain or make would not have a Healtheon/WebMD Material Adverse Effect.
Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Healtheon/WebMD or Merger Corp in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of the application with the North Carolina Secretary of State pursuant to N.C. Gen. Stat. Section 78A-30 requesting a hearing upon the terms and conditions of the Merger, (iii) the filing of a notification under the HSR Act, (iv) the filing of Articles of Merger with the Secretary of State of the State of Tennessee, (v) the filing of Certificate of Merger with the Secretary of State of the State of Delaware, (vi) the Consents, filings and notifications listed in Section 6.8 of the Healtheon/WebMD Disclosure Letter, and (vi) such other Consents, registrations and filings the failure of which to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Healtheon/WebMD.
Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby (including, without limitation, the Merger) except: (i) the filing of a notification under the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington, (iii) the Consents, filings and notifications listed in Section 5.14(e) of the Company Disclosure Letter; (iv) the effectiveness of the Healtheon/WebMD Registration Statement and filing any notices required under state securities laws in accordance with Section 8.1; and (v) such other Consents, registrations and filings the failure of which to obtain or make would not have a Company Material Adverse Effect.
Governmental Approvals; Required Consents. No filing or registration with, or authorization, consent, or approval of, any Governmental Entity or any other Person is required by or with respect to the Buyer in connection with the execution and delivery of this Agreement or any other Transaction Document by the Buyer or is necessary for the consummation of the transactions contemplated hereby or thereby, except for such filings, registrations, authorizations, consents or approvals of which the failure to obtain would not be reasonably likely to have a material adverse effect on the Buyer.
Governmental Approvals; Required Consents. (i) No consent, approval or authorization of, or declaration or filing with, any Governmental Entity on the part of USFS that has not been obtained or made is required in connection with the execution or delivery by USFS of this Agreement or the consummation by USFS of the transactions contemplated hereby, other than (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) filings under the HSR Act, the Securities Act, the Exchange Act and state securities or "Blue Sky" laws, and (c) consents, approvals, authorizations, declarations or filings that, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to USFS or prevent USFS from consummating the transactions contemplated hereby.
(ii) No consent, approval or action of, or filing with, or notice to, any Person (other than a Governmental Entity) shall be required in connection with the execution or delivery by USFS of this Agreement, consummation by USFS of the transactions contemplated hereby or compliance by USFS with the provisions hereof (the "USFS Required Consents") other than consents, approvals, actions, filings or notices which would not have, individually or in the aggregate, a Material Adverse Effect with respect to USFS.
Governmental Approvals; Required Consents. No filing or registration with, or Consent of, any Governmental Entity or any other third party is required by or with respect to the Company in connection with the execution and delivery of this Agreement or is necessary for the consummation of the transactions contemplated hereby except such other Consents, registrations and filings the failure of which to obtain or make could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company.