Required Governmental Authorizations Sample Clauses

Required Governmental Authorizations. The Required Governmental Authorizations shall have been obtained and shall be in full force and effect.
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Required Governmental Authorizations. All Required Governmental Authorizations set forth on Exhibit D shall have been received.
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Required Governmental Authorizations. All Required Governmental Authorizations have been received.
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Required Governmental Authorizations. (a) From the Effective Date through the Closing or termination of this Agreement, Buyer will: (i) use its commercially reasonable efforts to obtain, as promptly as practicable, all Required Governmental Authorizations required of Buyer to consummate the Transactions and (ii) reasonably assist and cooperate with Sellers in Sellers’ obtaining, as soon as practicable, the Required Governmental Authorizations required of Sellers to consummate the Transactions. (b) Notwithstanding the generality of Section 5.2(a), Buyer shall (i) comply at the earliest practicable date with any request for additional information received by Buyer or Buyer’s Affiliates from any Governmental Entity pursuant to applicable Law, (ii) subject to applicable Law, consult and cooperate with Sellers, and consider in good faith the views of Sellers, in connection with any analyses, appearances, substantive discussions, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with Proceedings under or relating to antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any Governmental Entity, (iii) promptly notify Sellers of any written communication made to or received by Buyer from any Governmental Entity regarding any of the Transactions and, subject to applicable Law, permit Sellers (or their counsel on an outside-counsel basis) to review and comment in advance on any proposed written communication to the Governmental Entity, incorporate Sellers’ reasonable comments into such proposed written communications to the Governmental Entity and permit Seller to participate in any oral communications and meetings with a Governmental Entity, and (iv) not enter into any agreement or understanding with the Governmental Entity without consulting with and incorporating the views of Sellers. Notwithstanding the foregoing or any other term herein, “commercially reasonable efforts”, as used in this Section 5.2, shall not be interpreted to obligate Buyer or its Affiliates to defend or prosecute through any litigation any claim asserted in court by any Person, including any Governmental Entity, in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary, or permanent) that would prevent the Closing. Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating ...
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Required Governmental Authorizations. Buyer, Sellers and their respective Affiliates shall have obtained the Governmental Permits, waivers and expirations set forth on Schedule 6.4 (the “Required Governmental Authorizations”).
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Required Governmental Authorizations. Buyer, Sellers and their respective Affiliates shall have obtained the Required Governmental Authorizations.
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Related to Required Governmental Authorizations

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Governmental Authorization Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

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