Consents and Approvals; Permits. Except as set forth on Schedule 3.3 of the Disclosure Schedules, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or other Person, and no Permit, is required to be made or obtained by Seller in connection with the authorization, execution, delivery and performance by Seller of the Transaction Documents or the consummation of the Transactions.
Consents and Approvals; Permits. Seller shall use its best efforts to obtain (a) entry of the Bidding Procedures Order and the Order by the Bankruptcy Court, and (b) approval, in the Bidding Procedures Order, of the obligation set forth in Article X. Seller shall use its best efforts to transfer all Permits to Purchaser necessary or required for the operation of the Business.
Consents and Approvals; Permits. All material Consents or waivers thereof and Permits required to consummate the transactions contemplated hereby, as set forth in Section 8.1(c) of the Disclosure Letter, shall have been obtained from all Governmental Entities.
Consents and Approvals; Permits. (a) Except as set forth on Schedule 5.06(a), no authorization, consent, approval or other action by, or notice to or filing with, any Person is required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement or any other Seller Transaction Documents to which it is a party by Seller, MR Holdings, Parent or Principal.
Consents and Approvals; Permits. (a) Each authorization, consent, approval or other action by, or notice to or filing with, any Person that is, or may be, required for the execution, delivery, performance or consummation of the transactions contemplated by this Agreement, including without limitation, each consent by a lender (“Lender Consents”), a joint venture partner or entity (“JV Consents”) and other entities (“Other Consents”) that is, or may be, required to assign the Purchased Assets to Buyer without causing a default under any such agreement or any other agreement, including each Management Agreement, and any other Seller Transaction Documents to which Seller, ELRH or ELRH II is a party, has or will be obtained by Seller, ELRH or ELRH II, as applicable, and is set forth on Schedule 5.06(a), opposite the name and address of the applicable Managed Property and setting forth the lender, joint venture partner or entity or other party from which consent is or may be required or necessary to avoid a breach or default to such lender, joint venture partner or entity due to the transactions contemplated herein.
Consents and Approvals; Permits. (a) Except as set forth on Schedule 2.06(a), no consent, waiver, agreement, approval, or authorization of, or declaration, filing, notice or registration to or with, any federal, state, local or foreign government or any agency, bureau, board, commission, authority, body, court, department, official, political subdivision, tribunal, non-governmental self-regulatory or standard-setting authority or other instrumentality ("Governmental Authority") or other Person or entity (i) is required for the execution, delivery and performance by Medscape of this Agreement or any of the Ancillary Agreements to which Medscape is a party, (ii) is necessary in order to ensure the legality, validity, binding effect or enforceability against Sellers of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby or (iii) is necessary in order that the Business be conducted following the Closing Date substantially in the same manner as the Business is conducted as of the date hereof, other than those consents, waivers, agreements, approvals, authorizations, declarations, filings, notices or registrations, that have been obtained or made, as set forth on Schedule 2.06(a).
Consents and Approvals; Permits. Except as set forth in or otherwise required by this Agreement or the Operative Documents, the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions by it does not (a) require the consent, approval, order or authorization of, action by or in respect of, or registration or filing with, any Governmental Body or any other Person, or (b) impose any other term, condition or restriction on Merger Sub or the Surviving Corporation pursuant to any business combination or takeover law. The Company possesses all franchises, certificates, licenses, permits and other authorizations from Governmental Bodies and self-regulatory organizations, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of its properties and assets and the conduct of its business, and the Company is not in violation of any thereof in any material respect.
Consents and Approvals; Permits. All material consents or waivers thereof, and permits, required to consummate the Transactions contemplated hereby, as set forth in Section 10.1(c) of the Disclosure Schedule, shall have been obtained from all Governmental Entities and third parties.
Consents and Approvals; Permits. Sellers shall have delivered (a) consents and approvals (which may be included in or covered by binding orders under the 365 Order) in form and substance to the reasonable satisfaction of Purchaser, from (i) each party to any of the Assumed Obligations, (ii) any authority (including the governmental entities and authorities) whose consent and approval is required for the consummation of the transactions contemplated hereby, including but not limited to, the transfer and assignment to Purchaser of the Permits and the consents set forth on Schedule 3.3 hereof which pertain to the operation of facilities in Pomfret, Connecticut and in Canovanas, Puerto Rico, and
Consents and Approvals; Permits. (a) Except for (i) the Company Shareholder Approval, (ii) the filing of the Articles of Merger and the Certificate of Merger pursuant to the MBCA and the DLLCA, (iii) the consents, notices and approvals set forth in Schedule 2.6(a) to the Company Disclosure Letter (the “Company Authorizations”), and (iv) such additional consents, notices and approvals, the failure of which to make or obtain would not have a Company Material Adverse Effect, no consents or approvals of any Governmental Entity or any other Person are necessary in connection with the execution and delivery by the Company of this Agreement and each of the other agreements contemplated hereby to which the Company is a party or the consummation by the Company of the Merger or the transactions contemplated by this Agreement and each of the other agreements contemplated hereby to which the Company is a party.
