Common use of Authorization of Governmental Authorities Clause in Contracts

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliates.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3the attached Disclosure Schedule, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Buyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3the attached Disclosure Schedule, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates each Seller of this Agreement and each Ancillary Agreement to which it it, he or she is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3Schedules 3.3, 3.4, or 4.3 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is or was required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any Buyer of its Affiliates of this Agreement and each Ancillary Agreement the Transaction Documents to which it Buyer is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.4, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates each Buyer Party of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Buyer Party.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Acquired Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect ofapproval by, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with (a) with, the valid and lawful authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions transactions contemplated hereby by Purchaser or any of its Affiliatesthe Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Seller of this Agreement and each Ancillary Agreement to which it any Seller is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliates.Seller. EXHIBIT 2.1

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no consent, approval, order or authorization of, action by (including any authorization, consent or approval), or in respect of, or registration, declaration or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Sellers of this Agreement and each Ancillary Agreement to which it any Seller is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Sellers.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.35.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Buyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Seller.

Authorization of Governmental Authorities. Except as disclosed set forth on Schedule 8.32.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful: (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.35.3 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing Filing with, or notice to, any Governmental Authority in any Designated Country is or was required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any Buyer of its Affiliates of this Agreement and each Ancillary Agreement the Transaction Documents to which it Buyer is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3(b), no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, (ai) the valid and lawful authorization, execution, delivery and performance by Purchaser or any of its Affiliates such Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party Agreement, or (bii) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3Schedules 0, 0, or 0 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is or was required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any Buyer of its Affiliates of this Agreement and each Ancillary Agreement the Transaction Documents to which it Buyer is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.02, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates each Seller of this Agreement and each the Ancillary Agreement to which it is (or will be) a party Agreements or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Acquired Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates such Seller of this Agreement and each Ancillary Agreement to which he, she or it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions or the Retail Spin-Off by Purchaser or any of its Affiliateseach Acquired Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.2, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates such Former Holder of this Agreement and each Ancillary Agreement to which he, she or it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Former Holder.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Acquired Company.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent consent, filing, notification or approval), ) or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates each Seller Party of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Seller Parties.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent consent, filing, notification or approval), ) or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyers of this Agreement and each Ancillary Agreement to which it such Buyer is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Buyers.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Seller of this Agreement and each Ancillary Agreement to which it Seller is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesSeller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Seller of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.03, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates such Seller of this Agreement and each Ancillary Agreement to which it is (Seller is, or will be) be at Closing, a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesSeller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.35.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Buyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.3in Section 5.03 of the Buyer Disclosure Schedules, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Buyer and Guarantor of this Agreement and each Ancillary Agreement to which it is (is, or will be) be at Closing, a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its AffiliatesBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.36.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Buyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including the granting of any consent, approval, authorization, consent permit, waiver or approvalorder), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with (a) with, the valid and lawful authorization, execution, delivery and performance by Purchaser or any each of its Affiliates Rave and the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation by Rave and the Company of the Contemplated Transactions by Purchaser or any of its AffiliatesTransactions.

Authorization of Governmental Authorities. Except as disclosed set forth on Schedule 8.32.4, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (ai) the authorization, execution, delivery and performance by Purchaser the Sellers or any of its Affiliates the Owners of this Agreement and each Ancillary Agreement to which it is (or will be) a party the Company Agreements or (bii) the consummation of the Contemplated Transactions by Purchaser the Sellers or any of its Affiliatesthe Owners.

Authorization of Governmental Authorities. Except as disclosed on in Schedule 8.34.3, no action by (including any action, authorization, consent or approval), or in respect approval of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of transactions contemplated by this Agreement by the Contemplated Transactions by Purchaser or any of its AffiliatesBuyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.37.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Material Country is required for, or in connection with (a) the authorization, execution, delivery and performance by Purchaser Genzyme or any of its Affiliates of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser Genzyme or any of its Affiliates.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.2 of this Agreement, no action by (including any authorization, consent or approval), or in respect of, or filing Filing with, or notice to, any Governmental Authority in any Designated Country is or will be required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any such Seller of its Affiliates of this Agreement and each Ancillary Agreement the Transaction Documents to which it such Seller is or (or for documents to be delivered at Closing) will be) be as of the Closing a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatessuch Seller.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.34.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates the Buyer of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliatesthe Buyer.

Authorization of Governmental Authorities. Except as disclosed on Schedule 8.33.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, or notice to, any Governmental Authority in any Designated Country is required for, or in connection with with, the valid and lawful (a) the authorization, execution, delivery and performance by Purchaser or any of its Affiliates Group Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party or (b) the consummation of the Contemplated Transactions by Purchaser or any of its Affiliateseach Group Company.