Common use of Governmental Consents, etc Clause in Contracts

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company of this Agreement and the issuance, sale or delivery of the Shares except for those that (i) have been made or obtained by the Company as of the date hereof or (ii) are set forth in Schedule 3.1(i) and by the Closing shall be made or received by the Company. At the Closing Date, the Company will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company qualify as exempt assets for purposes of the Hart-Xxxxx-Xxxxxx Xxx and no filing under the Hart-Xxxxx-Xxxxxx Xxx is required in connection with the sale and issuance of the Shares hereunder.

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company Buyer of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares Acquisition Common Stock on the NYSE, and assuming the accuracy of the representations and warranties ofin Sections 8.(k), 8.(l), 8.(n) and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein8.(p), no authorization, consent, approval, waiver, license, qualification or formal exemption from, from nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company Buyer of this Agreement and the issuance, sale or delivery of the Shares Acquisition Common Stock except for those that (i) have been made or obtained by the Company Buyer as of the date hereof or (ii) are set forth in Schedule 3.1(i) and by the Closing shall be made or received by the Companyhereof. At the Closing Date, the Company Buyer will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities and businesses as currently conducted, except where failure to do so could would not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to would have a Material Adverse Effect, will be in full force and effect. The assets of the Company Buyer qualify as exempt assets for purposes of the HartXxxx-Xxxxx-Xxxxxx Xxx Act and no filing under the HartXxxx-Xxxxx-Xxxxxx Xxx Act is required in connection with the sale and issuance of the Shares Acquisition Common Stock hereunder.

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company of its obligations under the Registration Rights Agreement, and except for the filing of a Form D Partnership Agreement with the Commission and the listing of the Shares on the NYSE, respect to certain registration rights granted thereunder and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Seller set forth in Section 3.2 herein and elsewhere hereineach Contributing Property Owner under the applicable Acquisition Agreement, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity Authority or any securities exchange is required in connection with (a) the execution, delivery or performance by Buyer of this Agreement (b) the Company issuance of the OP Units pursuant to this Agreement and the issuanceContribution Agreement or (c) the issuance of Company Stock upon the redemption of any such OP Units, sale or delivery of the Shares except for those that (i) have been made or obtained by the Company Buyer as of the date hereof or (ii) are set forth in Schedule 3.1(i) 3.06 and by the Closing shall be made or received by the CompanyBuyer. At the Closing Date, the Company Buyer will have made all filings and given all notices to Governmental Entities Authorities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental EntityAuthorities, to own or lease its properties and to conduct its facilities and businesses as currently owned, leased or conducted, except where failure to do so could not reasonably be expected to have a Buyer Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Buyer Material Adverse EffectEffect or to impair or interfere with the consummation of the Transaction, will have been filed, notified or obtained and to the extent applicable, will be in full force and effect. The assets of the Company qualify as exempt assets for purposes of the Hart-Xxxxx-Xxxxxx Xxx and no filing under the Hart-Xxxxx-Xxxxxx Xxx is required in connection with the sale and issuance of the Shares hereunder.

Governmental Consents, etc. Except as may be required under any -------------------------- applicable securities law in connection with the performance by the Company of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Investor set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company of this Agreement and the issuance, sale or delivery issuance of the Shares to Investor pursuant to this Agreement except for the filing of the Certificate of Designations (defined below) with the Delaware Secretary of State and except for those that (i) have been made or obtained by the Company as of the date hereof or (ii) are set forth in Schedule 3.1(i) and by the Closing shall be made or received by the Company2.8. At the Closing Date, the Company will ------------ have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities property and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company qualify as exempt assets for purposes of the HartXxxx-Xxxxx-Xxxxxx Xxx Act and no filing under the HartXxxx-Xxxxx-Xxxxxx Xxx Act is required in connection with the sale and issuance of the Shares hereunderto Investor pursuant to this Agreement.

Governmental Consents, etc. Except as may be required under any -------------------------- applicable securities law in connection with the performance by the Company REIT OP of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Prudential set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company REIT OP of this Agreement and the issuance, sale or delivery issuance of the Shares Units to be Prudential pursuant to this Agreement except for those that (i) have been made or obtained by the Company REIT OP as of the date hereof or (ii) are set forth in Schedule 3.1(i) 8.1.7 and by -------------- the Closing shall be made or received by the CompanyREIT OP. At the Closing Date, the Company REIT OP will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities Property and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company REIT OP qualify as exempt assets for purposes of the HartXxxx-Xxxxx-Xxxxxx Xxx Act and no filing under the HartXxxx-Xxxxx-Xxxxxx Xxx Act is required in connection with the sale and issuance of the Shares hereunderUnits to be Prudential pursuant to this Agreement.

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company of this Agreement and the issuance, sale or delivery of the Shares except for those that (i) have been made or obtained by the Company as of the date hereof or (ii) are set forth in Schedule 3.1(i) and by the Closing shall be made or received by the Company. At the Closing Date, the Company will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company qualify as exempt assets for purposes of the Hart-Xxxxx-Xxxxxx Xxx and no filing under the Hart-Xxxxx-Xxxxxx Xxx is required in connection with the sale and issuance of the Shares hereunder.of

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company Meridian of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares Acquisition Common Stock on the NYSE, NYSE and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Prudential set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company Meridian of this Agreement and the issuance, sale or delivery of the Shares Acquisition Common Stock except for those that (i) have been made or obtained by the Company Meridian as of the date hereof or (ii) are set forth in Schedule 3.1(i) 8.1.10 and by the Closing shall be made or received by the CompanyMeridian. At the Closing Date, the Company Meridian will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company Meridian qualify as exempt assets for purposes of the Hart-Xxxxx-Xxxxxx Xxx and no filing under the Hart-Xxxxx-Xxxxxx Xxx is required in connection with the sale and issuance of the Shares Acquisition Common Stock hereunder.

Governmental Consents, etc. Except as may be required under any applicable securities law in connection with the performance by the Company of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company of this Agreement and the issuance, sale or delivery of the Shares except for those that (i) have been made or obtained by the Company as of the date hereof or (ii) are set forth in Schedule SCHEDULE 3.1(i) and by the Closing shall be made or received by the Company. At the Closing Date, the Company will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company qualify as exempt assets for purposes of the HartHaxx-Xxxxx-Xxxxxx Xxx Xct and no filing under the HartHaxx-Xxxxx-Xxxxxx Xxx Xct is required in connection with the sale and issuance of the Shares hereunder.

Governmental Consents, etc. Except as may be required under any -------------------------- applicable securities law in connection with the performance by the Company REIT OP of its obligations under the Registration Rights Agreement, and except for the filing of a Form D with the Commission and the listing of the Shares on the NYSE, and assuming the accuracy of the representations and warranties of, and the performance of the agreements of, Purchaser Prudential set forth in Section 3.2 and elsewhere herein, no authorization, consent, approval, waiver, license, qualification or formal exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any securities exchange is required in connection with the execution, delivery or performance by the Company REIT OP of this Agreement and the issuance, sale or delivery issuance of the Shares Units to be Prudential pursuant to this Agreement except for those that (i) have been made or obtained by the Company REIT OP as of the date hereof or (ii) are set forth in Schedule 3.1(i) 8.1.7 and by -------------- the Closing shall be made or received by the CompanyREIT OP. At the Closing Date, the Company REIT OP will have made all filings and given all notices to Governmental Entities and obtained all necessary ordinances, registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations from any Governmental Entity, to own or lease its properties and to conduct its facilities Property and businesses as currently conducted, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. At the Closing Date, all such registrations, declarations, approvals, orders, consents, qualifications, franchises, certificates, permits and authorizations, the failure of which to file, give notice of or obtain could reasonably be expected to have a Material Adverse Effect, will be in full force and effect. The assets of the Company REIT OP qualify as exempt assets for purposes of the HartXxxx-Xxxxx-Xxxxx- Xxxxxx Xxx Act and no filing under the HartXxxx-Xxxxx-Xxxxxx Xxx Act is required in connection with the sale and issuance of the Shares hereunderUnits to be Prudential pursuant to this Agreement.