Necessary Consents; Notices. All authorizations, consents and approvals shall have been received and shall be in full force and effect from (i) federal, state, local and foreign regulatory bodies and officials that are necessary in the opinion of Buyer for the consummation of the transactions contemplated by this Agreement and (ii) any third parties that are necessary in the opinion of Buyer for the transfer and assignment of any Purchased Assets or Assumed liabilities.
Necessary Consents; Notices. All authorizations, consents, and approvals by any third parties, including all federal, state, and local regulatory bodies and officials, that are necessary for the consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect. All necessary filings, declarations, and notices of the other party with or to third parties also shall have been made or given.
Necessary Consents; Notices. All authorizations, consents, and approvals by any third parties, including all federal, state, and local regulatory bodies and officials, that are necessary for the consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect; provided that, except for the condition set forth in Section 7.08, absence of one or more non-governmental third-party consents shall not be sufficient grounds for Wellmont to not consummate the Affiliation unless the absence of such non-governmental third-party consent(s) could reasonably be expected to have a Material Adverse Effect or constitute grounds for not Closing under another Section of this Article VII. Without limiting the generality of the foregoing, Wellmont shall not be obligated to consummate the transactions contemplated hereby unless it receives reasonably satisfactory evidence that (a) the MSHA Board has ratified, adopted, confirmed and approved this Agreement and the transactions herein contemplated which evidence means receipt from MSHA of a certified copy of resolutions of its Board of Directors to such effect adopted in a manner required by the law of Tennessee, and (b) all of the conditions in Section 7.05 have been satisfied.
Necessary Consents; Notices. All authorizations, consents and approvals by any third parties, including without limitation the Norwell Consent and the New York Consent, which Purchaser has timely advised Seller that Seller has the obligation to obtain because they are in its reasonable opinion necessary for the consummation of the transactions contemplated by this Agreement, shall have been received and shall be in full force and effect; except that in the event the landlord ("New York Landlord") for the Seller's New York showroom ("New York Showroom") has not delivered the New York Consent or entered into a new lease with Purchaser for the New York Showroom (collectively "New York Lease") by the time of Closing, the parties agree to negotiate in good faith within thirty (30) days after Closing the conditions for termination of the New York Lease and relocation of the New York Showroom, and Seller agrees that any costs reasonably incurred by Purchaser with
Necessary Consents; Notices. All authorizations, consents and approvals by any third parties, including any Authority, which are necessary in the reasonable opinion of Purchaser for the consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect;
Necessary Consents; Notices. (a) The Company shall use all reasonable efforts to obtain, prior to the Closing Date, all consents and authorizations of third parties, give notices to third parties and take such other actions as may be necessary or appropriate in connection with the execution of this Agreement and the consummation of the Merger and any other transactions contemplated hereby and to enable Parent and the Surviving Corporation to carry on the Business immediately after the Effective Time.
