Common use of Governmental Consents and Approvals Clause in Contracts

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Medbox, Inc.), Membership Interest Purchase Agreement (Medbox, Inc.)

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Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by the Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreementthose which have already been obtained.

Appears in 2 contracts

Samples: Investment Agreement (Henry Birks & Sons Inc), Investment Agreement (Mayors Jewelers Inc/De)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and the applicable Ancillary Agreements by Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental AuthorityAuthority or any other Person, except (a) as described in Section 3.04 and Section 4.04 of the Disclosure Schedule, or (b) where failure to obtain such consent, approval, authorization or actionauthorization, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers Seller of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (PDL Biopharma, Inc.)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and the applicable Ancillary Agreements by Buyer do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers as described in Section 5.03 of the transactions contemplated by this AgreementDisclosure Schedule.

Appears in 1 contract

Samples: Share Purchase Agreement (PDL Biopharma, Inc.)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by Seller and its subsidiaries do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers as described in Section 3.4 of the transactions contemplated by this AgreementDisclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

Governmental Consents and Approvals. The execution, delivery and ------------------------------------ performance by the Sellers of this Agreement and the other Documents by the Seller, and the consummation of the transactions contemplated hereby or thereby, do not and will not require any consent, approval, authorization authorization, Permit or other order Order of, action by, filing with, with or notification to, any Governmental Authority, Authority except where failure to obtain for any such consent, approval, authorization or actionmatters that arise out of the status, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by obligations under this Agreement, of Parent or the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gateway Realty New Jersey LLC)

Governmental Consents and Approvals. (a) The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by the Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consentas described in Section 3.07(a) of the Disclosure Letter. To the Knowledge of the Seller, approvalthere is no reason why all the consents, authorization or action, or to make such filing or notification, would not prevent or materially delay approvals and authorizations necessary for the consummation by the Sellers of the transactions contemplated by this AgreementAgreement will not be received.

Appears in 1 contract

Samples: Assumption Agreement (Selective Insurance Group Inc)

Governmental Consents and Approvals. The Except as described in Schedule 3.06, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Sellers of this Agreement do not and will does not require any consent, approval, authorization or other order of, action by, filing withwith or notification to any United States federal, state or local authority, any foreign government, any governmental, regulatory or administrative authority, any agency or commission or any court, tribunal, or notification tojudicial or arbitral body (collectively, any a "Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement").

Appears in 1 contract

Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which it is a party by Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such for the filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Registration Statement pursuant to Section 2.11 and 2.12 and as provided in the Registration Rights Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers Purchaser of this Agreement and the Ancillary Agreements do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, to any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which it is a party by Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental AuthorityAuthority other than those that are required to be obtained or made by Seller unilaterally, except where failure (a) as described in a writing given to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay Seller by Purchaser on the consummation by date of this Agreement and (b) the Sellers notification requirements of the transactions contemplated by this AgreementHSR Act, if any.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media 100 Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement do and each Ancillary Agreement by Seller does not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure any filings with Governmental Authorities necessary to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers required approval of this Agreement and the transactions contemplated hereby by this Agreementthe stockholders of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wire One Technologies Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and/or each Ancillary Agreement by the Seller, Xxxx Diversified and the Company, as applicable, do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rowe Companies)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and the Ancillary Agreements by the Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers except: (i) as set forth in Section 4.03 of the transactions contemplated by this AgreementPurchaser Disclosure Schedule, and (ii) any consents and approvals required under the FATA.

Appears in 1 contract

Samples: Stock Purchase Agreement (Activcard Corp)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers Buyer of this Agreement and each Ancillary Agreement to which the Buyer is a party do not and will not require any material consent, approval, authorization or other order of, action by, filing with, or notification to, to any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay Authority on the part of the Buyer. The Buyer knows of no reason why all the consents approvals and authorizations necessary for the consummation by the Sellers of the transactions contemplated by this AgreementAgreement will not be received.

Appears in 1 contract

Samples: Unit Purchase Agreement (Avanir Pharmaceuticals)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and the Ancillary Agreements by the Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure (a) as described in a writing given to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation Seller by the Sellers Purchaser on the date of this Agreement and (b) the transactions contemplated by this AgreementRequired Regulatory Approvals.

Appears in 1 contract

Samples: Stock Purchase Agreement (E Trade Group Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by Seller and/or its Affiliates, as applicable, do not and will not require any consent, approval, authorization authorization, notification, waiting period expiration or other termination or order of, action by, filing with, or notification to, of any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation as required by the Sellers of the transactions contemplated by this Agreement.Antitrust Laws. 3.16

Appears in 1 contract

Samples: Iv Asset Purchase Agreement

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Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement do not and will by each Seller does not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, to any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this AgreementEntity.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Pactrust Bancorp Inc)

Governmental Consents and Approvals. The execution, ----------------------------------- delivery and performance of this Agreement and each Ancillary Agreement by the Sellers of this Agreement do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aviation Group Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and the other Documents by the Seller, and the consummation of the transactions contemplated hereby or thereby, do not and will not require any consent, approval, authorization authorization, Permit or other order Order of, action by, filing with, with or notification to, any Governmental Authority, Authority except where failure to obtain for any such consent, approval, authorization or actionmatters that arise out of the status, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by obligations under this Agreement, of Parent or the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fibernet Telecom Group Inc\)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by the Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers as described in Section 3.03 of the transactions contemplated by this AgreementDisclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ebenx Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which it is a party by Buyer do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure as described in a writing given to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay Seller by Buyer on the consummation by the Sellers date of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wire One Technologies Inc)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers Seller of this Agreement and the consummation of the transactions contemplated herein do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, to any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Corporacion Durango Sa De Cv/)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement by Seller and/or its Affiliates, as applicable, do not and will not require any consent, approval, authorization authorization, notification, waiting period expiration or other termination or order of, action by, filing with, or notification to, of any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation as required by the Sellers of the transactions contemplated by this AgreementAntitrust Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (PTC Inc.)

Governmental Consents and Approvals. The execution, delivery and performance by the Sellers of this Agreement do and Ancillary Agreements by Seller does not and will not require any material consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this AgreementEntity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Opnext Inc)

Governmental Consents and Approvals. The execution, delivery and performance of this Agreement and the Shareholders’ Agreement by the Sellers of this Agreement do not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consentthe Required Approvals. The Sellers know of no reason why all the consents, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay approvals and authorizations necessary for the consummation by the Sellers of the transactions contemplated by this AgreementAgreement and the Shareholders’ Agreement will not be received.

Appears in 1 contract

Samples: Share Purchase Agreement (Solar Power, Inc.)

Governmental Consents and Approvals. The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Sellers of this Agreement do and Orthofix does not and will not require any consent, approval, authorization or other order of, action by, filing with, with or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Orthofix International N V)

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