No Consents and Approvals. No permit, consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental authority or Third Party is or will be necessary in connection with the execution and delivery by Buyer of this Agreement and each Ancillary Agreement to which it is a party or the performance by Buyer of its obligations hereunder and thereunder.
No Consents and Approvals. Except as set forth on Schedule 2.3 (collectively, the “Required Consents”), the execution and delivery of this Agreement by Sellers does not, and (assuming satisfaction of the conditions set forth in Article 5) the performance of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated hereby will not: (i) violate any provision of the certificate of incorporation or bylaws (or any comparable organization document) of Sellers; (ii) conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which any Seller is subject; (iii) require Sellers to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental Authority; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which any Seller is a party or by which any of its properties is bound or affected; or (v) result in the creation of any Lien on any of the Transferred Assets (other than the Lien contemplated by the Security Agreement), except, in the case of clauses (ii), (iii), and (iv) for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a) have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b) prohibit any Seller from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder.
No Consents and Approvals. None of the execution, delivery or ------------------------- performance by Purchaser of this Agreement and the other Transfer Documents to which Purchaser is or may become a party, or the consummation by Purchaser of the transactions contemplated hereby or thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state Governmental Authority, except (i) as contemplated by the related Purchase Agreement, Consents, Assignments or Amendments (if any), (ii) such as have been obtained, effected, waived or paid on or prior to the relevant Closing Date, or (iii) those with respect to which the failure to obtain would not have a Material Adverse Effect.
No Consents and Approvals. None of the execution, delivery or performance by Seller of this Purchase Agreement, the Bxxx of Sale or any other document or instrument required to be executed and delivered by Seller in connection therewith, nor the execution, delivery or performance by PTEC of the certificates of title for each Trailer, nor the consummation by Seller or PTEC of any of the transactions contemplated hereby or thereby, requires (i) the consent, license, approval or authorization of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any Governmental Authority, or (ii) stockholder approval or the approval or consent of any trustee, holders of any indebtedness of Seller, PTEC or any other Person, except such as have been obtained or effected on or prior to the effective date hereof or, if so permitted, the Closing Date, and which shall remain in full force and effect on the Closing Date and copies of which shall have been delivered to Purchaser.
No Consents and Approvals. None of the execution, delivery or ------------------------- performance by Seller of this Agreement, the Omnibus Agreement, the Assignment and Assumption Agreement or the Consents, or the consummation by Seller of the transactions contemplated hereby and thereby, requires the consent or approval of, the giving of notice to, the registration, recording or filing of any documents with, or the taking of any other action in respect of, any United States federal or state Governmental Authority or the terms and provisions of any Transaction Documents, except (i) as contemplated hereby and by the Consents, the Assignment and Assumption Agreement or any Amendment, (ii) such as have been obtained, effected, waived or paid on or prior to the Closing Date, or (iii) those with respect to which the failure to obtain would not have a Material Adverse Effect, subject, however, in each case, to the limitations of Section 3.4 above.
No Consents and Approvals. No consent, approval or authorization of or filing with any Governmental Authority is required on the part of any of the Oak Entities in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for the filing by Seller of a share transfer report under the Foreign Investment Promotion Law ("FIPL") and except for consents, approvals, authorizations or filings which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to materially impair the ability of any of the Oak Entities to perform its obligations under, or to consummate the transactions contemplated by, this Agreement. The Seller (i) acquired all of the Purchased Shares pursuant to the FIPL and (ii) duly filed with the applicable Governmental Authority the report of foreign direct investment under the FIPL with regard to the Purchased Shares.
No Consents and Approvals. No consent, approval or authorization of or filing with any Governmental Authority is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except consents, approvals, authorizations or filings which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Purchaser to perform its obligations under, or to consummate the transactions contemplated by, this Agreement.
No Consents and Approvals. Except for the consents of Novartis and Athyrium Capital Management as provided in Section 4.7, no permit, consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental authority or Third Party is or will be necessary in connection with the execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is a party or the performance by Seller of its obligations hereunder and thereunder.
No Consents and Approvals. Except for the consents of Dr. Weg and Athyrium Capital Management as provided in Section 4.7, no permit, consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental authority or Third Party is or will be necessary in connection with the execution and delivery by Seller of this Agreement and each Ancillary Agreement to which it is a party or the performance by Seller of its obligations hereunder and thereunder.
No Consents and Approvals. Except as set forth on Schedule 4.4, no Permit, consent, approval or authorization of, or notice, declaration, filing or registration with, any Governmental Authority or Third Party is or will be necessary in connection with the execution and delivery by Seller of this Agreement and the other Transaction Documents to which it is a party or the performance by Seller of its obligations hereunder and thereunder, except where any Permit, consent, approval, authorization, notice, declaration, filing or registration so required has been obtained or made by Seller prior to or at the Closing.
