Common use of No Governmental Authorization Required Clause in Contracts

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by such Seller in connection with the due execution, delivery and performance by such Seller of this Agreement and the consummation by such 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 Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated hereby.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.4Laws, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by such Seller the Buyer in connection with the due execution, delivery and performance by such Seller the Buyer of this Agreement and the consummation by such Seller the Buyer 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 that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or materially impair such Sellerthe Buyer’s ability to consummate the transactions contemplated hereby.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.45.6, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required to be obtained or made by such Seller the Company in connection with the due execution, delivery and performance by such Seller the Company of this Agreement and the consummation by such Seller the Company of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to any consents, orders, authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or materially impair such Sellerthe Company’s ability to consummate the transactions contemplated hereby.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws Laws, or as otherwise set forth in Schedule 4.44.6 of the Disclosure Letter, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller any Acquired Company in connection with the due execution, delivery and performance by such Seller the Company of this Agreement and the consummation by such Seller the Company of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to any authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such Sellerresult in a Material Adverse Effect or result in a material adverse effect on the Company’s ability to consummate the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Hillman Companies Inc)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.45.6, no consent, order, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller the Company in connection with the due execution, delivery and performance by such Seller the Company of this Agreement and the consummation by such Seller the Company of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to any consents, orders, authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the business or the operation of the Company and the Company Subsidiaries, taken as a whole, or materially impair such Sellerthe Company’s ability to consummate the transactions contemplated hereby.

Appears in 1 contract

Sources: Stock Purchase Agreement (MBF Healthcare Acquisition Corp.)

No Governmental Authorization Required. Except for applicable requirements of any filing required under the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.4the requirements of any Governmental Authority described on Section 4.6 of the Disclosure Letter, no authorization authorization, consent, waiver or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller the Company or any of the Company Subsidiaries in connection with the due execution, delivery and performance by such Seller the Company of this Agreement and the consummation by such Seller the Company of the transactions contemplated hereby; provided, however, that no representation and warranty is made with respect to except in each case for such authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would notnot be material to the Company Group, individually or in the aggregate, reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated herebytaken as a whole.

Appears in 1 contract

Sources: Merger Agreement (ModivCare Inc)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such the Seller in connection with the due execution, delivery and performance by such the Seller of this Agreement and the consummation by such 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 Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such the Seller’s ability to consummate the transactions contemplated hereby.

Appears in 1 contract

Sources: Acquisition Agreement (U.S. Silica Holdings, Inc.)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in on Schedule 4.46.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller the Buyer in connection with the due execution, delivery and performance by such Seller the Buyer of this Agreement or the Escrow Agreement and the consummation by such Seller the Buyer of the transactions contemplated herebyContemplated Transactions; provided, however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such SellerBuyer’s ability to consummate effect the transactions contemplated herebyContemplated Transactions.

Appears in 1 contract

Sources: Stock Purchase Agreement (Tube City IMS CORP)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.46.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller the Buyer in connection with the due execution, delivery and performance by such Seller the Buyer of this Agreement and the consummation by such Seller the Buyer 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 that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such SellerBuyer’s ability to consummate effect the transactions contemplated hereby.

Appears in 1 contract

Sources: Acquisition Agreement (U.S. Silica Holdings, Inc.)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in on Schedule 4.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller in connection with the due execution, delivery and performance by such Seller of this Agreement or the Escrow Agreement and the consummation by such Seller of the transactions contemplated herebyhereby or thereby; provided, however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated herebyContemplated Transactions or subject the Buyer or the Company to Damages.

Appears in 1 contract

Sources: Stock Purchase Agreement (Tube City IMS CORP)

No Governmental Authorization Required. Except for applicable requirements of the HSR Act or similar foreign competition or Antitrust Laws or as otherwise set forth in Schedule 4.4, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is will be required to be obtained or made by such Seller in connection with the due execution, delivery and performance by such Seller of this Agreement and the consummation by such 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 Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to materially impair such Seller’s the Sellers’ ability to consummate the transactions contemplated hereby.

Appears in 1 contract

Sources: Stock Purchase Agreement (MBF Healthcare Acquisition Corp.)