Common use of Governmental Authorities; Consents Clause in Contracts

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company with respect to the Company’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05.

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company with respect to the Company’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust LawAct, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform or comply with on a timely basis any material obligation under this Agreement or to consummate the Transactions transactions contemplated hereby in accordance with the terms hereof and (c) as otherwise disclosed on Schedule 4.055.05.

Governmental Authorities; Consents. No Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority other Person is required on the part of the Company Acquiror or Merger Sub with respect to the CompanyAcquiror or Merger Sub’s execution, execution or delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (ai) applicable requirements of the HSR Act or any similar foreign Law and any other applicable Antitrust Law, (bii) any as otherwise disclosed on Schedule 5.5; except such consents, approvals, authorizations, designationsdesignation, declarations, waivers declarations or filings, filings the absence failure of which to make or obtain would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability consummation of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05transactions contemplated hereby.

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company with respect to the Company’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05.

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company or any of its Subsidiaries with respect to the Company’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05in Section 4.04 of the Company Disclosure Schedules.

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company with respect to the Company’s 's execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05.

Governmental Authorities; Consents. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of the Company with respect to the Company’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which has not had and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions and (c) as otherwise disclosed on Schedule 4.05Section 4.05 of the Company Schedules.

Governmental Authorities; Consents. No consentExcept for consents, approval or authorization ofapprovals, or designationauthorizations and other requirements set forth in Section 5.5 of the Company Disclosure Letter, declaration or filing withassuming the truth and completeness of the representations and warranties of the Purchaser Parties contained in this Agreement, any no Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority Authorization is required on the part of the any Group Company with respect to the Company’s execution, execution or delivery or performance of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Law, (b) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the aggregate, (i) have, or reasonably be expected to have have, a material adverse effect Material Adverse Effect on the ability of the Company to consummate enter into and perform its obligations under this Agreement, or (ii) be or reasonably be expected to be material to the Transactions and business of the Group Companies (c) taken as otherwise disclosed on Schedule 4.05a whole).