No Governmental Authorization or Consent Required. Except as set forth on Section 3.6 of the Seller Disclosure Letter and except for compliance with any applicable requirements of the HSR Act, the United States Forest Service (the “USFS”) and the Federal Communications Commission (the “FCC”), no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by any of ASC or either Company or any of their respective Subsidiaries in connection with the due execution and delivery by ASC and the Companies of this Agreement and the consummation by such Persons of the transactions contemplated hereby, other than such authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not materially and adversely affect, impede or delay the Sellers’ ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement) or which would not reasonably be expected to result in a Material Adverse Effect on the Companies taken as a whole.
No Governmental Authorization or Consent Required. Except for expiration or termination of the applicable waiting periods under, or receipt of approval under, the HSR Act, the Competition Act and the ICA, and except as set forth in Schedule 4.6, no consent, order, authorization or approval or other action by, and no notice or disclosure to or filing with, any Governmental Authority or Government Antitrust Authority will be required to be obtained or made by the Company or any of the Subsidiaries in connection with the due execution and delivery by the Company of this Agreement and the Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority, Government Antitrust Authority or Canadian Investment Review Authority that, if not obtained or made, would not, individually or in the aggregate, result in a Material Adverse Effect.
No Governmental Authorization or Consent Required. Except as set forth on Schedule 3.6, to the Knowledge of Sellers, no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by an Acquired Company in connection with the due execution and delivery by Sellers of this Agreement and the consummation by such Persons of the transactions contemplated hereby, other than such authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not materially and adversely affect, impede or delay the Sellers’ ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement) or which would not reasonably be expected to result in a Material Adverse Effect on the Acquired Companies taken as a whole.
No Governmental Authorization or Consent Required. Except as set forth on Section 3.6 of the Seller Disclosure Letter and except for compliance with any applicable requirements of the HSR Act and the Federal Communications Commission (the “FCC”), no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by any of ASC, SKI or any Company or any of their respective Subsidiaries in connection with the due execution and delivery by ASC, SKI and the Companies of this Agreement and the consummation by such Persons of the transactions contemplated hereby, other than such authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not materially and adversely affect, impede or delay the Sellers’ ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement).
No Governmental Authorization or Consent Required. Except for compliance with any applicable requirements of the HSR Act, the Federal Communications Commission (the "FCC") and the U.S. Forest Service Permit, no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by the Seller or the Company in connection with the due execution and delivery by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not result in a Material Adverse Effect. The parties agree that the failure to obtain all Approvals required pursuant to the HSR Act and by the U.S. Forest Service shall constitute a Closing Condition Material Adverse Effect.
No Governmental Authorization or Consent Required. 22 5.7 Title to Properties; Liens . . . . . . . . . . . . . . . . . . 22 5.8 Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . 23 5.9 Know-How, Trademarks, Patents, Copyrights, Etc.. . . . . . . . 25 5.10
No Governmental Authorization or Consent Required. Except for the filing of the certificate of merger as contemplated by Section 2.2(a) and as set forth in Schedule 5.6, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any Acquired Company in connection with the due execution and delivery by Target of this Agreement and the consummation by Target of the transactions contemplated hereby.
No Governmental Authorization or Consent Required. (a) Except as set forth on Schedule 3.4(a) of the Seller Disclosure Schedule and except for compliance with any applicable requirements of the HSR Act, the Vermont Public Service Board, and the Federal Communications Commission (the “FCC”), no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by any of Sellers in connection with the due execution and delivery by such Person of this Agreement and the consummation by such Person of the transactions contemplated hereby other than such authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not materially and adversely affect, impede or delay the Sellers’ ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement) or which would not reasonably be expected to result in a Material Adverse Effect.
No Governmental Authorization or Consent Required. Except as set forth on Schedule 3.06(a) of the Seller Disclosure Schedule and except for compliance with any applicable requirements of the HSR Act, the Federal Communications Commission (the "FCC"), the United States Department of Agriculture relating to U.S. Forest Service Permits and the South Tahoe Redevelopment Agency, no authorization or approval or other action by, and no notice to or filing with, any Governmental Agency will be required to be obtained or made by any of the Sellers, ASC Real Estate Affiliate or the Company in connection with the due execution and delivery by such Person of this Agreement and the consummation by such Person of the transactions contemplated hereby other than such authorizations, approvals, notices or filings with any Governmental Agency that, if not obtained or made, would not materially and adversely affect, impede or delay the Sellers' ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement) or which would not reasonably be expected to result in a Material Impairment. Except as contemplated by Section 3.06(a) or as set forth in Schedule ARTICLE III(f) of the Seller Disclosure Schedule, no consents or approvals of, or notices or filings with any third party will be required to be obtained or made by any of the Sellers, ASC Real Estate Affiliate or the Company in connection with the due execution and delivery by such Person of this Agreement and the consummation by such Person of the transactions contemplated hereby other than such consents, approvals, notices and filings with third parties that if not made or obtained would not materially and adversely affect, impede or delay the Sellers' ability to consummate the transactions contemplated by this Agreement and the Related Documents (in accordance with the terms of this Agreement) or which would not reasonably be expected to result in a Material Impairment.
