Consents; Authorizations; Approval of Legal Matters. All authorizations, Orders, or Consents of any Governmental Authority required to consummate the issuance and sale of the Purchased Shares to Purchaser shall have been obtained. Issuer shall have received a certificate dated as of the Closing Date, executed by Purchaser to the foregoing effect, and Issuer shall be reasonably satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, Order, or Consent.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall have received a true and correct copy of each Consent and waiver that is (a) required for the transfer of the Assets or (b) otherwise required for the execution, delivery, and performance of this Agreement by the Company. All authorizations, orders, or approvals of any Regulatory Authority shall have been obtained. Purchaser shall have received a certificate dated as of the Closing Date, executed by the chief executive officer of the Company to the foregoing effect, and Purchaser shall be satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval.
Consents; Authorizations; Approval of Legal Matters. All authorizations, Orders, or Consents of any Governmental Authority or Nasdaq, if any, required to consummate the issuance and sale of the Purchased Shares to Purchaser shall have been obtained. Purchaser shall have received a certificate dated as of the relevant Closing Date, executed by Issuer to the foregoing effect, and Purchaser shall be reasonably satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, Order, or Consent.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall --------------------------------------------------- have received a true and correct copy of each consent and waiver identified on any Schedule hereto as being requested by Purchaser that is (a) required for the assignment of the Contracts (including, without limitation, all documents evidencing Seller's interest in the Leased Real Property, and all sidetrack and industrial track agreements benefiting the Leased Real Property or the Real Property with respect to tracks presently being used by Seller), Permits, Intellectual Property, and other agreements and assets and (b) otherwise required for the execution, delivery, and performance of this Agreement by Seller. All authorizations, orders, or approvals of any governmental commission, board, or other regulatory body, shall have been obtained. Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to the foregoing effect, and Purchaser shall be reasonably satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval. Additionally, Seller shall have complied with any and all options, repurchase agreements, and rights of first refusal relating to the Acquired Assets such that all applicable rights of third parties thereunder have either expired, lapsed or been waived.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall have received a complete and correct copy of each consent and waiver identified on SCHEDULE 4.5 (other than the Major Equipment Leases). All authorizations, orders, or approvals of any governmental commission, board, or other regulatory body, shall have been obtained. Purchaser shall be reasonably satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval. Additionally, each Seller shall have complied with any and all options, repurchase agreements, and rights of first refusal relating to the Acquired Assets such that all applicable rights of third parties thereunder have either expired, lapsed or been waived.
Consents; Authorizations; Approval of Legal Matters. Buyer shall have received a true and correct copy of each consent and waiver that is (a) required for the assignment of the Assumed Contracts (including all documents evidencing Seller’s interest in the Leased Real Property), Permits, Intellectual Property, and other agreements and assets and (b) otherwise required for the execution, delivery, and performance of this Agreement by Seller. All Permits (including Environmental Permits) or Orders of any Governmental Authority shall have been obtained or otherwise assigned or transferred and reissued to Buyer to the extent permitted by Law or their terms, and Buyer shall be satisfied with the conditions, and restrictions of and obligations under each such Permit or Order;
Consents; Authorizations; Approval of Legal Matters. Purchaser shall have received a true and correct copy of each consent and waiver identified on any Schedule hereto as being requested by Purchaser that is (a) required for the assignment of the E-47 Contracts, the Transferred Benefit Plans, or the Real Property Leases (including, without limitation, all documents evidencing Seller's interest in the Leased Real Property, and all sidetrack and industrial track agreements benefiting the Leased Real Property or the Real Property with respect to tracks presently being used by Seller), Permits, Intellectual Property, and other agreements and assets and (b) otherwise required for the execution, delivery, and performance of this Agreement by Seller. All authorizations, orders, or approvals of any governmental commission, board, or other regulatory body, shall have been obtained. Purchaser shall have received a certificate dated as of the Closing Date, executed by an authorized officer of Seller to the foregoing effect, and Purchaser shall be satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall ---------------------------------------------------- have received a true and correct copy of each consent and waiver that is required for the assignment of the Contracts, Permits, Intellectual Property, and other agreements and assets or otherwise required for the execution, delivery, and performance of this Agreement by Seller, including, specifically but without limitation the consent of CUE to the assignment and transfer to Purchaser of the CUE Regional Affiliate Agreement. All authorizations, orders, or approvals of any governmental commission, board, or other regulatory body, shall have been obtained. Purchaser shall be satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall have received a true and correct copy of each consent and waiver that is (a) required for the assignment of the Assigned Contracts (other than Item 6 and 7 of SCHEDULE 1.1(D)), Permits, Intellectual Property, and other assets to be assigned to Purchaser hereunder and (b) otherwise required for the execution, delivery, and performance of this Agreement by Seller. All authorizations, orders, or approvals of any Governmental Authority required in connection with the transactions provided for herein shall have been obtained. Purchaser shall have received certificates dated as of the Closing Date, executed by an authorized officer of each of Seller and Shareholder to the foregoing effect, and Purchaser shall be satisfied with the terms, conditions, and restrictions of and obligations under each such authorization, order, or approval.
Consents; Authorizations; Approval of Legal Matters. Purchaser shall have delivered to Seller a true and correct copy of each consent and waiver that is (a) required for the assignment of the Cyber Technologies Assets and CT Inventory (if it is to be acquired) and (b) otherwise required for the execution, delivery, and performance of this Agreement by Purchaser. All authorizations, orders, or approvals of any Governmental Authority required in connection with the transactions provided for herein and Seller's consent from its senior lenders shall have been obtained.
