Governmental Authorization and Approvals; Other Consents Sample Clauses

Governmental Authorization and Approvals; Other Consents. Each Obligor and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization or other action by, or notice to or filing with, any Governmental Authority or any other Person is necessary or required to be made or obtained by any Obligor in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory (other than Inventory of Value not exceeding $100,000 at any location or $2,500,000 in the aggregate) ineligible for inclusion in the Aggregate Borrowing Base), (d) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Agent's Lien on any Collateral, the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect, and (e) filings to perfect the Liens created by the Collateral Documents.
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Governmental Authorization and Approvals; Other Consents. Each Consolidated Party has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business, to own, lease and operate its Properties and to execute, deliver and perform its obligations under the Loan Documents. All necessary import, export or other Licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement or any other Loan Document, except for (a) consents, authorizations, notices and filings described in Schedule 9.1.3, all of which have been obtained or made or have the status described in such Schedule 9.1.3, (b) third party consents with respect to immaterial contracts, and (c) filings to perfect the Liens created by the Security Documents or the PP&E Loan Documents.
Sample 1
Governmental Authorization and Approvals; Other Consents. Each Consolidated Party has, is in compliance in all material respects with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business, to own, lease and operate its Properties and to execute, deliver and perform its obligations under the Credit Documents. All necessary import, export or other Licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required to be made or obtained by any Consolidated Party in connection with the execution, delivery or performance by, or enforcement AMENDED AND RESTATED CREDIT AGREEMENT — Page 69 against, any Obligor of this Agreement or any other Credit Document, except for (a) consents, authorizations, notices and filings described in Schedule 9.1.3, all of which have been obtained or made or have the status described in such Schedule 9.1.3, (b) third party consents with respect to immaterial contracts, (c) consents of certain of the third parties in possession of Inventory of Obligors permitting Agent access to premises owned by such third parties where such Inventory is located for the purpose of removing Collateral and/or subordinating any statutory or contractual lien such third parties may have with respect to Inventory in their possession (it being understood that Agent may either (i) institute a reserve with respect to such affected Inventory or, in the alternative, (ii) deem such affected Inventory ineligible for purposes of the definition of the term “Eligible Inventory”), and (d) filings to perfect the Liens created by the Collateral Documents.
Sample 1
Governmental Authorization and Approvals; Other Consents. Each Borrower and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business, to own, lease and operate its Properties and to execute, deliver and perform its obligations under the Loan Documents. All necessary import, export or other Licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or any Related Document, or for the consummation of the Penreco Transaction, except for (a) consents, authorizations, notices and filings described in Schedule 6.03, all of which have been obtained or made or have the status described in such Schedule 6.03, (b) third party consents with respect to immaterial contracts, and (c) filings to perfect the Liens created by the Collateral Documents or the ABL Documents. All applicable waiting periods in connection with the Penreco Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Penreco Transaction or the rights of the Loan Parties or their Subsidiaries to transfer freely or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Penreco Acquisition will be consummated concurrently with the initial Credit Extension hereunder in accordance with the Penreco Acquisition Agreement and applicable Law.
Sample 1
Governmental Authorization and Approvals; Other Consents. Each Company Entity and its Restricted Subsidiaries has complied with, and is in compliance with, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent that the failure to so comply could not reasonably be expected to have a Material Adverse Effect. All material import, export or other Licenses, permits or certificates necessary for the import or handling of any goods of the Transaction Parties or for which the Transaction Parties are responsible in accordance with the terms of the Transaction Documents or other Collateral have been procured and are in effect. No approval, consent, exemption, authorization or other action by, or notice to or filing with, any Governmental Authority or any other Person is necessary or required to be made or obtained by any Company Entity in connection with the execution, delivery or performance by, or enforcement against, any Company Entity of this Agreement or any other Transaction Document, except for (a) consents, authorizations, notices and filings, all of which have been obtained or made, (b) third party consents with respect to immaterial contracts, (c) those approvals, consents, exceptions, authorizations, actions, notices or filings not relating to any Xxxx’x Xxxx on any Collateral, the failure of which to make or 4161-8074-0173.23 ​ ​ ​ obtain could not reasonably be expected to have a Material Adverse Effect, and (d) filings to perfect the Liens created by the Lien Documents.
Sample 1

Related to Governmental Authorization and Approvals; Other Consents

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Consents and Approvals; No Conflicts Except for the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of Seller Documents, to Seller’s Knowledge: (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of Seller Documents, or the performance by Seller of any of its obligations under any of Seller Documents, or the consummation by Seller of the transactions described in this Master Purchase and Sale Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Business, or Seller’s ability to consummate the transactions described in this Master Purchase and Sale Agreement; and (ii) neither the execution and delivery by Seller of Seller Documents, nor the performance by Seller of any of its obligations under any of Seller Documents, nor the consummation by Seller of the transactions described in this Master Purchase and Sale Agreement will (A) violate any provision Seller’s organizational or governing documents, (B) to Seller’s Knowledge, result in a violation or breach, or constitute a default under, any Material Contract, or (C) to Seller’s Knowledge, result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

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