Necessary Consents and Approvals. Unless otherwise waived by Buyer, the Buyer shall have obtained all licenses, consents and permits, provided all notices, and all waiting periods required by Law shall have expired, necessary in order for Buyer to consummate the Acquisition.
Necessary Consents and Approvals. Evidence that all consents, licenses, permits and governmental and third-party consents and approvals required for the due execution, delivery and performance by the Credit Parties of this Agreement and the other Loan Documents and the transactions contemplated hereby have been obtained and remain in full force and effect, except, in each case, as could not reasonably be expected to have a Material Adverse Effect.
Necessary Consents and Approvals. RCG and the Sellers shall have obtained all licenses, consents and permits, provided all notices, and all waiting periods required by Law shall have expired, necessary in order for RCG and the Sellers to consummate the Transactions and for the continued operation of the business of the Dialysis Companies after the Closing Date consistent with its operation prior to the Closing Date, including all consents and approvals listed on the Schedules hereto.
Necessary Consents and Approvals. Rainwire, Oasis and the Oasis Shareholders shall have obtained all licenses, consents and permits, provided all notices, and all waiting periods required by Law, shall have expired, necessary in order for Rainwire and Oasis to consummate the Share Exchange.
Necessary Consents and Approvals. (a) On and after the Closing Date, the Parties shall (i) use commercially reasonable efforts to obtain and/or deliver all necessary consents, waivers, authorizations, notifications and approvals, if any (each of which shall be in a form that is reasonably acceptable to the Buyer), of all Governmental Entities, and of all other Persons, required in connection with the execution, delivery and performance by the Parties of this Agreement, and (ii) diligently assist and cooperate with the preparation and filing of all documents (if any) to be submitted to any Governmental Entities, in connection with the transactions contemplated by this Agreement and in obtaining any governmental consents, waivers, authorizations or approvals, if any, which the Parties may seek or require in connection with such transactions.
(b) On or after the Closing Date, if the Buyer requests in writing the assistance or cooperation of the Seller pursuant to Section 5.1(a), the Buyer shall reimburse the Seller for reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by the Seller, which amount shall not exceed $15,000 without the prior written approval of the Buyer, in connection with providing the assistance or cooperation specified and requested by the Buyer pursuant to Section 5.1(a). Notwithstanding the foregoing, in the event that the Seller requests prior written approval of any reasonable out-of-pocket fees and expenses pursuant to this Section 5.1(b) and the Buyer declines to provide such consent, the Seller shall not be required to comply with Section 5.1(a), and Seller’s failure to provide any assistance or cooperation required by Section 5.1(a) shall not be considered a breach of this Agreement.
(c) In the event and to the extent that the Seller and the Buyer are unable to obtain any consent, waiver, authorization and/or approval in respect of an agreement with a third party prior to the Closing, to the extent permitted by applicable law, (i) the Seller shall, following the Closing, use commercially reasonable efforts in cooperation with the Buyer and its Affiliates (including the Company) to provide or cause to be provided to the Buyer the benefits of such agreement with such third party and (ii) the Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to perform the obligations of the Seller arising under such agreement. If and when any such consent, waiver, authorization and/or approval shall be ob...
Necessary Consents and Approvals. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that all material consents, licenses, permits and governmental and third-party consents and approvals required for the due execution, delivery and performance by the Borrower of this Agreement have been obtained and remain in full force and effect.
Necessary Consents and Approvals. On or before the Closing Date, the Company shall have obtained any consents or approvals of any person or governmental authority or regulatory authority necessary for the consummation of the transactions contemplated under this agreement including, without limitation, all necessary consents and approvals of the Nasdaq National Market and/or NASD, and the Investors shall have received satisfactory evidence of such consents and approvals.
Necessary Consents and Approvals. No approval, authorization, consent or other order of, and no filing, registration or recording with, the shareholders of the Company, any Governmental Authority or other person is required of the Company in connection with its execution and delivery of this Underwriting Agreement and the performance of its obligations hereunder except: (i) as disclosed in the Offering Documents, (ii) in compliance with the Applicable Securities Laws with regard to the distribution of the Offered Shares and the Option, and (iii) those which have been obtained or will be obtained by the Closing Date and provided to the Underwriters;
Necessary Consents and Approvals. Buyer and the Companies shall have obtained those new certificates of need, certificates of exemption, regulatory approvals, licenses, consents and permits to which the Companies and the Companies Subsidiaries are subject which are listed on Schedule 8.7 (“Necessary Consents and Approvals”) which are required by Law to be issued prior to or on Closing in order for the Buyer to be legally entitled to continue to provide services in the manner provided by the Company and the Company Subsidiaries prior to the Closing Date.
Necessary Consents and Approvals. At the respective closing dates, all consents, approvals, permits, authorizations or filings as may be required under Securities Laws necessary for the execution and delivery of this Agreement the issuance, sale and delivery of the Offered Shares, and the consummation of the transactions contemplated hereby shall have been made or obtained, as applicable, other than such customary post-closing notices or filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws in connection therewith.
