Common use of Authorization of Governmental Authorities Clause in Contracts

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions by the Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3the attached Disclosure Schedule, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Buyer of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.2, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Xxxxxxx of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanyXxxxxxx.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.35.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3the attached Disclosure Schedule, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company each Seller of this Agreement and each Ancillary Agreement to which it it, he or she is (or will be) a party or (b) the consummation of the Contemplated Transactions by the Companyeach Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule Schedules 3.3, 3.4, or 4.3 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority is or was required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by Buyer of the Company of this Agreement and each Ancillary Agreement Transaction Documents to which it Buyer is a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect ofapproval by, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions transactions contemplated hereby by the CompanySeller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent consent, filing, notification or approval), ) or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Buyers of this Agreement and each Ancillary Agreement to which it such Buyer is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyers.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanySeller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company each Buyer Party of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the Companyeach Buyer Party.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.33.3(b), no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, (i) the valid and lawful (a) authorization, execution, delivery and performance by the Company such Seller of this Agreement and each Ancillary Agreement to which it is a party Agreement, or (bii) the consummation of the Contemplated Transactions by the Companysuch Seller.

Authorization of Governmental Authorities. Except as disclosed set forth on Schedule 3.32.4, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (ai) authorization, execution, delivery and performance by the Company Sellers or the Owners of this Agreement and each Ancillary Agreement to which it is a party the Company Agreements or (bii) the consummation of the Contemplated Transactions by the CompanySellers or the Owners.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Sellers of this Agreement and each Ancillary Agreement to which it any Seller is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanySellers.

Authorization of Governmental Authorities. Except as In express reliance upon Buyer's representations and warranties set forth in Section 4.3, except for actions and filings disclosed on Schedule 3.3, no action by (including any authorization, clearance, consent or approval), or in respect of, or filing with, any Governmental Authority governmental authority is required by the Sellers for, or in connection with, the valid and lawful (ai) authorization, execution, delivery and performance by the Company Sellers of this Agreement and each Ancillary Agreement to which it is a party or (bii) the consummation of the Contemplated Transactions by the CompanySale.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3Assuming the accuracy of the Seller’s representations in Sections 4.3 and 4.4, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Purchaser of this Agreement and each the Ancillary Agreement to which it is a party Agreements or (b) the consummation of the Contemplated Transactions by the CompanyPurchaser.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the any Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the each Acquired Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the Companysuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.03, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company such Seller of this Agreement and each Ancillary Agreement to which it is Seller is, or will be at Closing, a party or (b) the consummation of the Contemplated Transactions by the CompanySeller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.35.3 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing Filing with, or notice to, any Governmental Authority is or was required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by Buyer of the Company of this Agreement and each Ancillary Agreement Transaction Documents to which it Buyer is a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on in Schedule 3.34.3, no action by (including any action, authorization, consent or approval), or in respect approval of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Buyer of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions transactions contemplated by this Agreement by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company such Seller of this Agreement and each Ancillary Agreement to which he, she or it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the Companysuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.02, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company each Seller of this Agreement and each the Ancillary Agreement to which it is a party Agreements or (b) the consummation of the Contemplated Transactions by the Companyeach Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent consent, filing, notification or approval), ) or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company each Seller Party of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by the CompanySeller Parties.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3Schedules 0, 0, or 0 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority is or was required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by Buyer of the Company of this Agreement and each Ancillary Agreement Transaction Documents to which it Buyer is a party or (b) the consummation of the Contemplated Transactions by the CompanyBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.34.2 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing Filing with, or notice to, any Governmental Authority is or will be required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by such Seller of the Company of this Agreement and each Ancillary Agreement Transaction Documents to which it such Seller is or (for documents to be delivered at Closing) will be as of the Closing a party or (b) the consummation of the Contemplated Transactions by the Companysuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3in Section 4.03 of the Sellers’ Disclosure Schedules, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company such Seller of this Agreement and each Ancillary Agreement to which it is such Seller is, or will be at Closing, a party or (b) the consummation of the Contemplated Transactions by the Companysuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company Seller of this Agreement and each Ancillary Agreement to which it Seller is a party or (b) the consummation of the Contemplated Transactions by the CompanySeller.

Authorization of Governmental Authorities. (a) Except as disclosed on Schedule 3.33.03, no action the execution and delivery of this Agreement by (including the Company does not, and the consummation of the transactions contemplated hereby will not, require any authorizationconsent, consent approval, clearance, order or approval)authorization of, or in respect ofregistration, declaration or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions by the CompanyAuthority.