Common use of Governmental Approvals and Filings Clause in Contracts

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not be expected to have a material adverse effect on Purchaser and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)

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Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated hereby, hereby except where the failure to obtain any such consent, approval or action, to make any such filing or to give any such written notice could not reasonably be expected to have a material adverse effect on materially and adversely affect the validity or enforceability of this Agreement or the performance by Purchaser and of its subsidiaries taken as a wholeobligations under this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Apogee Enterprises Inc), Stock Purchase Agreement (Apogee Enterprises Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on adversely affect the ability of Purchaser and to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Fortress Group Inc), Asset Purchase Agreement (First Albany Companies Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.4 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, action to make any such filing or to give any such written notice could not be reasonably to expected to have a material adverse effect on Purchaser and its subsidiaries taken as a wholematerially adversely affect the validity or enforceability of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dimon Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto4.06, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser Seller, VCH or any Purchased Company is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could would not be expected adversely affect the ability of Seller or VCH to have a material adverse effect on Purchaser and consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Merger and Purchase Agreement (Arch Coal Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto2.06, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser Sellers or the Company is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could would not be expected adversely affect the ability of Sellers to have a material adverse effect on Purchaser and consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gryphon Gold Corp)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on Purchaser and adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harleysville National Corp)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.4 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the Operative Agreements to which it is 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on Purchaser and adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement or any of such Operative Agreements or to perform its subsidiaries taken as a wholeobligations hereunder or thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lime Energy Co.)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 4.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the Definitive Agreements to which it is 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on adversely affect the ability of Purchaser and to consummate the transactions contemplated by this Agreement or any of such Definitive Agreements or to perform its subsidiaries taken as a wholeobligations hereunder or thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Qualcomm Inc/De)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto3.04 to this Agreement, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is are required in connection with the execution, delivery and performance by Purchaser of this Agreement or the Operative Agreements or the consummation of the transactions contemplated herebyhereby or thereby. To the knowledge of Purchaser, except where the failure to obtain any such consent, approval there is no fact or action, to make any such filing or to give any such written notice could not circumstance which would reasonably be expected to have a material adverse effect on prevent or materially delay the obtaining of any consent or approval of any Governmental or Regulatory Authority by Purchaser and its subsidiaries taken as a wholewhich is required to be obtained by Purchaser in connection with this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trump Entertainment Resorts Funding Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto3.03, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not those as would be expected to have a material adverse effect on Purchaser and its subsidiaries taken required solely as a wholeresult of the legal or regulatory status of Purchaser, the Company, any Subsidiary or any Affiliate of any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Graphics Technologies Inc)

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Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto4.4, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser Seller is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could would not be expected adversely affect the ability of Seller to have a material adverse effect on Purchaser and consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arch Coal Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule hereto3.04, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, action to make any such filing or to give any such written notice could not reasonably be expected to materially adversely affect the validity or enforceability of this Agreement or to have a material adverse effect on Purchaser and its subsidiaries taken as a wholethe Business or Condition of the Purchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dimon Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 5.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser or Mergeco is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could is not be reasonably expected to have a material adverse effect on adversely affect the ability of Purchaser and or Mergeco to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Merger and Purchase Agreement (Arch Coal Inc)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on Purchaser and adversely affect the ability of either to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Alliance Gaming Corp)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could would not be expected adversely affect the ability of Purchaser to have a material adverse effect on Purchaser and consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gryphon Gold Corp)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule SCHEDULE 3.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could not reasonably be expected to have a material adverse effect on adversely affect the ability of Purchaser and to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Unit Purchase Agreement (Northwestern Corp)

Governmental Approvals and Filings. Except as disclosed in Section 3.03 of the Disclosure Schedule 4.04 hereto, no consent, approval or action of, filing with or written notice to any Governmental or Regulatory Authority on the part of Purchaser is required in connection with the execution, delivery and performance by Purchaser 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 or to give any such written notice could would not reasonably be expected to have a material adverse effect on adversely affect the ability of Purchaser and to consummate the transactions contemplated by this Agreement or to perform its subsidiaries taken as a wholeobligations hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Kgen Power Corp)

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