Required Consents; No Conflicts. 4.3(a) Except in connection with the filings referred to in SECTIONS 5.1 AND 5.2, the execution, delivery and performance by Buyer of this Agreement will not require the consent, approval, authorization or permit of, or filing with, or notification to any person, entity or Governmental Authority, except which would not materially affect Buyer's ability to consummate the transactions contemplated by this Agreement.
Required Consents; No Conflicts. 3.4(a) Except (i) as set forth in SCHEDULE 3.4(A); (ii) those consents, approvals, authorizations, permits, filings or notifications required in connection with the filings referred to in SECTIONS 5.1 AND 5.2; (iii) the consents of third parties to the assignment of the Contracts as indicated on SCHEDULE 2.1(D); and (iv) those consents, approvals, authorizations, permits, filings or notifications which would not materially affect Sellers' ability to consummate the transactions contemplated by this Agreement, the execution, delivery and performance by Sellers of the Transaction Documents will not require the consent, approval, authorization or permit of, or filing with, or notification to any person, entity or Governmental Authority.
Required Consents; No Conflicts. Cerner warrants and represents that no approval, authorization, consent, permission, or waiver to or from, or notice, filing, or recording to or with, any person, entity or governmental authority is necessary for the execution and delivery of this Agreement. Cerner warrants and represents that neither the execution and delivery of this Agreement, nor the grant of licenses hereunder will conflict with or violate any other license, instrument, contract, agreement, or other commitment or arrangement to which Cerner is a party or by which Cerner is bound.
Required Consents; No Conflicts. Section 4.5 of the Company Disclosure Schedules sets forth all third party consents under any Contract and all Governmental Authorizations necessary or reasonably desirable for the consummation of the Transaction or that could, if not obtained, result in or reasonably be expected to result in a Material Adverse Effect on the conduct of the business of the Company as it is conducted or proposed to be conducted (“Consents”). Except as set forth on Section 4.5 of the Company Disclosure Schedules, the execution, delivery and performance of this Agreement and the Transaction Documents to which the Company will become a party will not (i) violate, conflict with or contravene any provision of the Company’s Organizational Documents, (ii) to Company’s Knowledge, result in the creation of any Encumbrance upon the Company or any of the assets of the Company; (iii) to Company’s Knowledge, require any Governmental Authorization.
Required Consents; No Conflicts. The execution, delivery and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not (i) contravene or conflict with the Articles of Incorporation and Bylaws or equivalent organizational documents of the Company or any Subsidiary; (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Subsidiary, or by which any of their respective properties or assets may be bound; (iii) require a consent under, constitute a default under (with or without due notice, lapse of time or both), or give rise to any right of termination, cancellation or acceleration of any right or obligation of any Person or to a loss of any benefit to which the Company or any Subsidiary is entitled under any Permit or under any provision of any Contract or other instrument binding upon the Company or any Subsidiary or by which any of the properties and assets of the Company or any Subsidiary are or may be bound, except the agreements listed under item (ix) in Schedule 3(r) hereto (the "Franchise Agreements"), with respect to which the Company will seek to obtain consents after the Closing in accordance with Section 7(b) of this Agreement; or (iv) result in the creation or imposition of any Lien on any properties or assets of the Company or any Subsidiary, other than Permitted Liens, excluding from the foregoing clauses (ii), (iii) and (iv) such contraventions, conflicts, violations, defaults or rights that would not result in a Material Adverse Effect.
Required Consents; No Conflicts. 3.4(a) Except as set forth in Schedule 3.4(a) or in connection with the filings referred to in Section 5.1 and Section 5.2, the execution, delivery and performance by the Seller of the Seller Documents will not require the Consent, approval, authorization or permit of, or filing with, or notification to any Governmental Authority, except (i) as have been obtained or will be obtained or have occurred prior to the Closing, (ii) certain of the Material Contracts may be assigned only with the Consent of third parties as set forth in Schedule 3.4(a), and (iii) those the absence of which will not be reasonably expected to have a Material Adverse Effect.
Required Consents; No Conflicts. 4.8(a) Except in connection with the filings referred to in Sections 5.1 and 5.2, the execution, delivery and performance by Buyer of the Buyer Documents will not require the consent, approval, authorization or permit of or filing with or the notification of any Person or Governmental Authority, except (i) as have been obtained or will be obtained or have occurred prior to Closing or (ii) which would not materially affect Buyer's ability to consummate the transactions provided for in the Buyer Documents.
Required Consents; No Conflicts. 4.4(a) The execution, delivery and performance by Seller of Seller Documents will not require the Consent of, or filing with, or notification to any Person or Governmental Authority, except (i) as have been obtained or will be obtained or have occurred prior to the Closing and (ii) that certain of the Assumed Contracts may be assigned only with the Consent of third parties as set forth in Schedule 4.4(a).
Required Consents; No Conflicts. . . 10 Schedule 2.1(e). . . . . . . . . . . . . . . . . 10 3.5
Required Consents; No Conflicts. Except as set forth in Schedule 3.4 or in connection with the filings referred to in Section 5.1, the execution, delivery and performance by Seller of the Transaction Documents will not require the consent, approval, authorization or permit of, or filing with, or notification to any person, entity or Governmental Authority, except the consents of third parties to the assignment of the Material Contracts as indicated on Schedule 2.1(e) and those for which the failure to obtain would not materially affect the ability of Seller to conduct its business in a manner consistent with its current operations or which would not materially affect Seller's ability to consummate the transactions contemplated by this Agreement.
