Required Government Consents. No approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing or recording to or with any government or Governmental Entity is necessary for the execution and delivery of the Documents by Seller, as the case may be, or the consummation by Seller of the contemplated Transactions.
Required Government Consents. Except for (i) the filing or recording of instruments of conveyance, transfer, or assignment required by federal copyright, patent, or trademark laws or the laws of the U.S. and non-U.S. jurisdictions and states in which the Assets are located; and (ii) the further exceptions disclosed in Schedule 4(d) (the foregoing items (i) and (ii) being referred to herein as the "Required Government Consents"), no approval, authorization, certification, consent, permission, license, or permit to or from, or notice, filing, or recording to or with, U.S. or non-U.S., federal, state, or local governmental authorities ("Governmental Authorities") is necessary for the execution and delivery of this Agreement and the other Seller Documents or the consummation by Seller of the transactions contemplated hereby or thereby, or the ownership and use of the Assets or operation of the Business (including by Purchaser, assuming such ownership, use and operation is substantially the same as the ownership, and use and operation by Seller).
Required Government Consents. Except for: (i) receipt of sales tax and employment tax certificates with respect to the Assets and the employees of the Business; and (ii) the further exceptions set forth in Schedule 4.4 (collectively, the "Required Government Consents"), no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with: (A) any nation or government; (B) any federal, state, county, province, city, town, municipality, local or other political subdivision thereof or thereto; (C) any court, tribunal, department, commission, board, bureau, instrumentality, agency, council, arbitrator or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; or (D) any other governmental entity, agency or authority having or exercising jurisdiction over any relevant person, item or matter (each, a "Governmental Authority"), is necessary for the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby or thereby by Seller or the consummation by Seller of the transactions contemplated hereby or thereby or the enforceability hereof or thereof other than those which have been obtained or made and are in full force and effect except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors? rights generally and general equitable principles.
Required Government Consents. Except for the filing and/or recording ---------------------------- of deeds and other instruments of conveyance, transfer, or assignment required by federal copyright, patent, or trademark laws or the laws of the states in which the DV Assets are located, to occur upon Closing and except as otherwise set forth herein, no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with, federal, state, or local governmental authorities is necessary for the execution and delivery of this Agreement and other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby or thereby by Arris or the consummation by Arris of the transactions contemplated hereby or thereby, or the ownership and use of the DV Assets and the conduct of the DV Business (including by DVS).
Required Government Consents. Except for (1) the filing and/or recording of deeds and other instruments of conveyance, transfer, or assignment required by federal copyright, patent, or trademark laws or the laws of the U.S. and non-U.S. jurisdictions and states in which the Assets are located, to occur upon Closing; (2) any approvals necessary to assign to Purchaser Contract No. TOT-97-0005/C770005, for the development and distribution of an electronic software package between the Seller and the Office of Thrift Supervision (the "OTS CONTRACT"), and (3) the further exceptions disclosed in Schedule 4(d) (the foregoing items (1) through (3) being referred to herein as the "REQUIRED GOVERNMENT CONSENTS"), no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with, U.S. or non-U.S., federal, state, or local governmental authorities is necessary for the execution and delivery of this Agreement and the other Purchase Agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby or thereby by the Seller or the Shareholders or the consummation by the Seller or the Shareholders of the transactions contemplated hereby or thereby, or the ownership and use of the Assets and the conduct of the Business (including by Purchaser, assuming such ownership and use is the same as the ownership and use by the Seller).
Required Government Consents. Except as listed in Schedule 4.4 (such scheduled items being referred to herein as the “Required Government Consents”), no approval, authorization, certification, consent, variance, permission, license or permit to or from, or notice, filing or recording to or with, any government or governmental authority is necessary for the execution and delivery of this Agreement and the Purchase Documents by Seller or the consummation by Seller of the transactions contemplated hereby or thereby or the ownership and use of the Assets and the conduct of the Business (including, to Seller's knowledge, by Purchaser, assuming such ownership and use is the same as the ownership and use by Seller).
Required Government Consents. No material Permit (as defined in ---------------------------- Section 1.1(a)(iv)) is necessary for Seller for the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Seller in connection with the transactions contemplated hereby, or the consummation by Seller of the transactions contemplated hereby.
Required Government Consents. Except for (1) the filing and/or recording of deeds and other instruments of conveyance, transfer, or assignment required by federal copyright, patent, or trademark laws or the laws of the states in which the Assets are located, to occur upon Closing; and (2) the further exceptions set forth in Schedule 4.4 (the foregoing items (1) and (2) being referred to herein as the "Required Government Consents"), no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with, federal, state, or local governmental authorities is necessary for the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the transactions contemplated hereby or thereby by Seller or Shareholders or the consummation by Seller or Shareholders of the transactions contemplated hereby or thereby, or (2) the ownership and use of the Assets and the conduct of the Software Business (including by Buyer).
Required Government Consents. Except as set forth in Schedule 6.1.4 of the Seller Disclosure Schedule (such scheduled items being referred to herein as the "Required Government Consents") and except as may result from any changes that Buyer may make in the use of the Assets and the operation of the Data Center, no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with, federal, state, or local governmental authorities is necessary for (a) the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered by Seller in connection with the transactions contemplated hereby or thereby, (b) the consummation by Seller of the transactions contemplated hereby or thereby, or (c) the ownership and use of the Assets and the operation of the Data Center as currently conducted.
Required Government Consents. Seller is aware of no approval, authorization, certification, consent, variance, permission, license, or permit to or from, or notice, filing, or recording to or with, federal, state, or local governmental authorities necessary for the execution and delivery of this Agreement and the other agreements and instruments to be executed and delivered in connection with the (a) transactions contemplated hereby, or (b) the ownership and use of the Assets or the conduct of the P&C Agent Business in the manner conducted by Seller.
