Material Approvals Sample Clauses

Material Approvals. All material Governmental Authority and, except as set forth on Schedule 3.03, all material third-party licenses, registrations, permits, consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of the Lenders, without their prior consent (such consent not to be unreasonably withheld or delayed)) and no Requirements of Law are then in effect that materially and adversely restrains or prevents the Transactions or imposes conditions that materially impair the rights, or materially increase the liabilities or obligations, of the Lenders, without the prior consent of each affected Lender (such consent not to be unreasonably withheld or delayed).
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Material Approvals. All material Governmental Authority and, except as set forth on Schedule 3.3, third party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement and the transactions contemplated hereby shall have been obtained and no law, regulation, order or decree is then in effect that materially and adversely restrains or prevents this Agreement or the Transactions or imposes conditions that materially impair the rights, or materially increase the liabilities or obligations, of the Administrative Agent or the Lenders, without the prior consent of the Administrative Agent each affected Lender (not to be unreasonably withheld or delayed).
Material Approvals. All material Governmental Authority and, except as set forth on Schedule 2.02(k), all material third-party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of MLC, without its prior consent (such consent not to be unreasonably withheld or delayed)) and no Applicable Laws are ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. then in effect that materially and adversely restrain or prevent this Agreement, the PESRM Transaction Documents and the PESIC-PESRM ISDA Master Agreement and the transactions hereunder and thereunder or impose conditions that materially impair the rights, or materially increase the liabilities or obligations, of MLC, without the prior consent of MLC (such consent not to be unreasonably withheld or delayed).
Material Approvals. All material Governmental Authority and, except as set forth on Exhibit 19(a)(ix), all material third-party licenses, registrations, permits, consents and approvals necessary in connection with this Agreement, the Effective Date Documents and the transactions hereunder and thereunder shall have been obtained (without the imposition of any conditions that would materially impair the rights, or materially increase the liabilities or obligations, of Party A, without its prior consent (such consent not to be unreasonably withheld, conditioned or delayed)) and no Applicable Laws are then in effect that materially restrain or prevent this Agreement, the Effective Date Documents and the transactions hereunder and thereunder or impose conditions that materially impair the rights, or materially increase the liabilities or obligations, of Party A, without the prior consent of Party A (such consent not to be unreasonably withheld, conditioned or delayed).
Material Approvals. The Lenders and the Administrative Agent shall be satisfied that the Borrower has all Material Approvals to operate and maintain the existing Pipeline;
Material Approvals. Except as notified to the Administrative Agent in writing, all Material Approvals which are required to be obtained for the maintenance and operation of the Pipeline are in full force and effect, unamended from the copies of the Material Approvals (including amendments) provided to the Administrative Agent. Except as notified to the Administrative Agent in writing, the Borrower is not aware of any fact or circumstance which has resulted in or would reasonably be expected to result in the Toll being changed in any material adverse respect. No other approval, order, Permit, consent of or filing with any Governmental Authority is required in connection with the execution, delivery and performance of any Credit Document or the performance of its obligations under any Credit Document, the operation or maintenance of the Pipeline, which if not issued or filed would have or would reasonably be expected to have a Material Adverse Effect.
Material Approvals. (a) Any consents required with ------------------ respect to assignment by Seller to Buyer of any of the contracts listed on Schedule 9.6(a) shall have been obtained at no cost to the Buyer and without any modification of the economic terms thereof or any material modification of the other terms thereof.
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Material Approvals. Sellers shall have obtained (i) the Approvals for the consummation of the Transactions that are reasonably necessary to enable Buyer to conduct the Business after the Closing Date in compliance with applicable Laws and (ii) such other Approvals as are reasonably necessary to enable Buyer to conduct the Business after the Closing Date in a manner consistent with the manner in which Sellers conducted the Business as of the Closing Date, which Approvals are to be discussed in good faith and agreed upon by the parties as soon as reasonable practicable after the date hereof.
Material Approvals. Each of the Material Approvals, including specifically clearance under the HSR Act, shall have been obtained and be in full force and effect.

Related to Material Approvals

  • Governmental Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of any Loan Document to which it is or will be a party.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • 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 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.

  • Governmental Approvals and Filings Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

  • Governmental Approval All authorizations, consents, approvals, permits and orders of all federal and state governmental agencies required to be obtained by the Company for consummation of the transactions contemplated by this Agreement shall have been obtained.

  • Governmental Approvals; No Conflicts The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

  • Other Governmental Approvals Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

  • Governmental Permits and Approvals (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Earth to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Owners shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

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