Authorization; Third Party Consents Sample Clauses

Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with Buyer's execution and delivery of the Transaction Agreements, the performance of its obligations thereunder, or the consummation of the transactions contemplated thereby shall have been made or obtained. All corporate action necessary to authorize the execution, delivery and performance of the Transaction Agreements by Buyer and the consummation by Buyer of the transactions contemplated by the Transaction Agreements shall have been duly and validly taken, and Buyer shall have full right and power to purchase the Intellectual Property Assets and to perform its obligations upon the terms provided in the Transaction Agreements. Buyer shall have furnished to Seller, Kilat and the Shareholders evidence of the foregoing consents and actions, if requested.
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Authorization; Third Party Consents. All filings and registrations with and notices to, and each Governmental Authorization, consent or approval of, any Governmental Authority, creditor or other Person which is necessary in connection with the execution and delivery of the Transaction Agreements by Seller, Kilat and the Shareholders, the performance of their respective obligations hereunder and thereunder, or the consummation of the transactions contemplated hereby and thereby shall have been made or obtained. All corporate actions necessary to authorize the execution, delivery and performance of the Transaction Agreements by Seller and Kilat, and the consummation by Seller and Kilat of the transactions contemplated by the Transaction Agreements shall have been duly and validly taken, and Seller and Kilat shall have full right and power to sell the Intellectual Property Assets and to perform their respective obligations upon the terms provided in the Transaction Agreements. On or prior to the Closing Date, Seller, Kilat and the Shareholders shall have furnished to the Buyer evidence of the foregoing filings, notices, consents, stipulations and assignments.
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Authorization; Third Party Consents. Seller shall have obtained all consents or approvals necessary to transfer the Assets to Buyer.
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Authorization; Third Party Consents. No consent, approval, authorization, order, registration or qualification (each, an “Authorization”) of or with any governmental authority or any other person is required for the execution, delivery or performance (including, without limitation, the sale of the Shares) by, or enforcement against, the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such Authorizations as have already been obtained or (ii) as otherwise provided in this Agreement.
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Authorization; Third Party Consents. All corporate action necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement shall have been duly and validly taken. All consents, approvals and waivers from third parties and Governmental Authorities required to be obtained to consummate the transactions contemplated by this Agreement (including, but not limited to, any waiting period required by the HSR Act and those necessary to be in compliance with all Legal Requirements) shall have been obtained. The Company shall have delivered to the Purchaser a certificate, executed by an officer of the Company and dated the Closing Date, to the foregoing effect.
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Related to Authorization; Third Party Consents

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.