Common use of Governmental Approvals and Filing Clause in Contracts

Governmental Approvals and Filing. No consent, authorization, approval or action of, filing with, notice to, or exemption from any Governmental Authority on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (i) have a material adverse effect on Purchaser or (ii) materially adversely affect the validity or enforceability against Purchaser of this Agreement or materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Quota Purchase Agreement, Quota Purchase Agreement (Myers Industries Inc), Quota Purchase Agreement

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Governmental Approvals and Filing. No consent, authorization, approval or action of, filing with, notice to, or exemption from any Governmental Authority on the part of Purchaser Sellers is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (i) have a material adverse effect Material Adverse Effect on Purchaser Sellers, the Subsidiaries or the Business or (ii) materially adversely affect the validity or enforceability against Purchaser Sellers of this Agreement or materially adversely affect the ability of Purchaser Sellers to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Quota Purchase Agreement, Quota Purchase Agreement (Myers Industries Inc), Quota Purchase Agreement

Governmental Approvals and Filing. No consent, authorization, approval approval, or action of, filing with, notice to, or exemption from any Governmental Authority on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or any Related Agreements to which Purchaser is to be a party or the consummation of the transactions contemplated herebyTransactions, except for any other consent, approval or action where the failure to obtain any such consent, approval approval, or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (iA) have a material adverse effect on Purchaser or (iiB) materially adversely affect the validity or enforceability against Purchaser of this Agreement or such Related Agreements or materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this AgreementTransactions.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Immunome Inc.), Asset Purchase Agreement (Ayala Pharmaceuticals, Inc.)

Governmental Approvals and Filing. No consent, authorization, approval or action of, filing with, notice to, or exemption from any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or any Related Agreements to which Purchaser is to be a party or the consummation of the transactions contemplated herebyhereby or thereby, except where the failure to obtain any such consent, approval or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (i) have a material adverse effect on Purchaser or (ii) materially adversely affect the validity or enforceability against Purchaser of this Agreement or such Related Agreements or materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schiff Nutrition International, Inc.)

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Governmental Approvals and Filing. No consent, authorization, approval or action of, filing with, notice to, or exemption from any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance of this Agreement or any Related Agreements to which Purchaser is to be a party or the consummation of the transactions contemplated herebyTransactions, except where the failure to obtain any such consent, approval or action, to make any such filing, to give any such notice or obtain any such exemption would not be reasonably expected to (i) have a material adverse effect on Purchaser or (ii) materially adversely affect the validity or enforceability against Purchaser of this Agreement or such Related Agreements or materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roivant Sciences Ltd.)

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