Common use of Authorization of Governmental Authorities Clause in Contracts

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates 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 Purchaser or any of its Affiliates.

Appears in 2 contracts

Samples: License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc), License and Asset Purchase Agreement (Spectrum Pharmaceuticals Inc)

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Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates 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 or the Retail Spin-Off by Purchaser or any of its Affiliateseach Acquired Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Green Mountain Coffee Roasters Inc)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.36.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the 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 Purchaser or any of its Affiliatesthe Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Starrett L S Co)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.35.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the 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 Purchaser or any of its Affiliatessuch Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Novanta Inc)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.37.3 of the LAPA, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Material Country is required for, or in connection with (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates 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 Purchaser or any of its AffiliatesGenzyme.

Appears in 1 contract

Samples: License and Asset Purchase Agreement (Genzyme Corp)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates 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 Purchaser or any of its Affiliateseach Acquired Company.

Appears in 1 contract

Samples: LLC Interest Purchase Agreement (I2 Technologies Inc)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including the granting of any consent, approval, authorization, consent permit, waiver or approvalorder), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with (a) with, the valid and lawful authorization, execution, delivery and performance by Purchaser or any each of its Affiliates Rave and the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation by Rave and the Company of the Contemplated Transactions by Purchaser or any of its AffiliatesTransactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Carmike Cinemas Inc)

Authorization of Governmental Authorities. Except as disclosed set forth on Schedule 8.32.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful: (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the 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 Purchaser or any of its Affiliates.the Company. Section 2.4

Appears in 1 contract

Samples: Stock Purchase Agreement (Oil-Dri Corp of America)

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Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.4, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the 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 Purchaser or any of its Affiliatesthe Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Starrett L S Co)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates 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 Purchaser or any of its Affiliateseach Acquired Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Novanta Inc)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Group 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 Purchaser or any of its Affiliateseach Group Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.37.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Material Country is required for, or in connection with (a) the authorization, execution, delivery and performance by Purchaser Genzyme or any of its Affiliates 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 Purchaser Genzyme or any of its Affiliates.

Appears in 1 contract

Samples: License and Asset Purchase Agreement (Genzyme Corp)

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