Common use of Necessary Governmental Approvals Clause in Contracts

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Division.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Streamline Com Inc), Asset Purchase Agreement (Peapod Inc)

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Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionexcept as otherwise contemplated by SCHEDULE 5.3).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Streamline Com Inc), Asset Purchase Agreement (Peapod Inc)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which that are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE 5.3 (except as otherwise contemplated thereinon Schedule 5.1(c) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws Law or which are necessary to prevent a material adverse change in the Purchased AssetsCompany or in the assets, the Business or the business, operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionthe Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions Inc)

Necessary Governmental Approvals. The parties hereto shall have received all approvals and actions of or by by, or have made all necessary filings with, all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE on Schedule 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained or filed prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business Assets or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionthe Business. 9.5.

Appears in 1 contract

Samples: Annex a Asset Purchase Agreement (Quixote Corp)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, hereby which are either specified in SCHEDULE 5.3 (except as otherwise contemplated thereinSchedule 5.3(b) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Corp)

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Necessary Governmental Approvals. The parties shall have -------------------------------- received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE 5.3 (except as otherwise contemplated therein) Schedule 4.3 or otherwise required to be obtained prior to the ------------ Closing by applicable Requirements of Laws Laws, or which are necessary to prevent a material adverse change in Material Adverse Effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each DivisionCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Commonwealth Inc)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE Schedule 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionwith respect to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Generac Holdings Inc.)

Necessary Governmental Approvals. The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in SCHEDULE Schedule 5.3 (except as otherwise contemplated therein) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a material adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of each Divisionthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/)

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