Action By Governmental Authority Sample Clauses

Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling (" Government Action ") which will materially and adversely affect any Borrower’s, any Marine Subsidiary of such Borrower’s, FSI’s, TEC’s, Acquisub’s, PLMI’s, or MILPI’s financial condition, operations or ability to perform or pay such party’s obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Owner Trustee holding record title to any Eligible Inventory for the beneficial interest of such Borrower (or jointly with one or more other Borrowers). Such Borrower or FSI shall have thirty (30) days from the earlier of the date (a) Borrower or FSI, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (A) any monetary liability in the case of Acquisub or any Marine Subsidiary of Acquisub, (B) monetary liability of more than $1,000,000 in the case of any other Borrower or any Marine Subsidiary of such other Borrower, (C) monetary liability of more than $500,000 in the case of FSI, (D) monetary liability of more than $500,000 in the case of TEC, (E) monetary liability of more than $1,000,000 in the case of PLMI, (F) monetary liability of more than $1,000,000 in the case of MILPI, or (G) monetary liability of more than $1,000,000, in the aggregate, in the case of any combination of the foregoing Persons, or (ii) any disqualification of or other limitation on the operation of any Borrower, any Marine Subsidiary of such Borrower, FSI, TEC, Acquisub, PLMI and MILPI, or any of them, which in the reasonable determination of Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's, any Marine Subsidiary's, FSI's, TEC's, or PLMI's financial condition, operations or ability to perform or pay such party's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Owner Trustee. Borrower or FSI shall have thirty (30) days from the earlier of the date (a) Borrower or FSI, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (v) any monetary liability in the case of Borrower or any Marine Subsidiary, (w) monetary liability of more than $500,000 in the case of FSI, (x) monetary liability of more than $500,000 in the case of TEC, (y) monetary liability of more than $1,000,000 in the case of PLMI, or (z) monetary liability of more than $1,000,000, in the aggregate, in the case of any combination of the foregoing Persons, or (ii) any disqualification of or other limitation on the operation of Borrower, any Marine Subsidiary, FSI, TEC, and PLMI, or any of them, which in the reasonable determination of the Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. (a) Any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to Borrower or any Subsidiary which could cause a Material Adverse Effect, (b) any License shall be revoked, the revocation of which could cause a Material Adverse Effect, or (c) any insurance commissioner or any other insurance regulator of any state intervenes or takes any steps towards intervening in the management of the business or operations of Borrower or any Subsidiary, or Borrower or any Subsidiary facilitates or takes any affirmative action with the intention of facilitating such intervention.
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Action By Governmental Authority. If any Governmental Authority imposes a fine or penalty with respect to Xxxxxxxxx's failure to pay an Imposition in a timely manner or if, following Xxxxxxxxx's election to contest the amount or validity of any Imposition, Xxxxxxxxx fails to duly perform or comply with any provision set forth in Section 1.7(c); or
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Action By Governmental Authority. If any Governmental Authority imposes a fine or penalty with respect to Mortgagor's failure to pay an Imposition in a timely manner or if, following Mortgagor's election to contest the amount or validity of any Imposition, Mortgagor fails to duly perform or comply with any provision set forth in Section 1.7(c); or
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's or Guarantor's financial condition, operations or ability to perform or pay such party's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement. Borrower or Guarantor shall have thirty (30) days from the earlier of the date (a) Borrower or Guarantor, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (x) any monetary liability in the case of Borrower, or (y) monetar liability of more than $1,000,000 in the case of Guarantor, or (ii) any disqualification of or other limitation on the operation of Borrower or Guarantor, or either of them, which in the reasonable determination of the Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's financial condition, operations or ability to perform or pay Borrower's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Special Purpose Entity that has incurred any Indebtedness with recourse to, or guaranteed by, Borrower, or any Owner Trustee. Borrower shall have thirty (30) days from the earlier of the date (a) Borrower first discovers that it or any such Special Purpose Entity or any Owner Trustee is the subject of Government Action or (b) Agent or any Lender gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (A) monetary liability of more than $1,000,000 in the aggregate, or (ii) any disqualification of or other limitation on the operation of Borrower, any Owner Trustee or any such Special Purpose Entity, or any of them, which in the reasonable determination of Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. If Buyer, Company or Shareholder receives notice, whether written or oral, from a Governmental Authority that the Governmental Authority has commenced or intends to commence an Action with respect to the purchase price allocation described in Section 2.4 hereof or the characterization of any gain or loss reflected on the Tax Returns with respect to such purchase price allocation, Tax Returns filed on the basis thereof or other tax matters associated therewith (“Tax Action”), the recipient shall promptly notify the other parties in writing, providing reasonable detail of the facts known to such party associated with such Action and copies of any written correspondence and pleadings received from such Governmental Authority. For purposes of Article X hereof, a Tax Action shall be treated as a Third Party Action, Shareholder shall be the Indemnified Party and Buyer shall be the Indemnifying Party. If a Tax Action results in a Reimbursement Amount being payable to Shareholder, such amount shall be treated as Damages for purposes of Article X hereof and shall be paid by Buyer or Buyer Bank to Shareholder within 30 days following the (a) final adjudication of such Tax Action, beyond all applicable appeal periods or (b) the final settlement of such Tax Action in writing in the manner described in Article X hereof.
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Action By Governmental Authority. No Governmental Authority shall have taken or threatened to take any action that could, in the Global Group’s reasonable discretion, have a material adverse effect on any member of the Global Group or its Affiliates.
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Related to Action By Governmental Authority

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Corporate and Governmental Authorization; Contravention The execution, delivery and performance by each Obligor of this Agreement and the other Credit Documents to which it is a party are within such Obligor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of any Obligor or any Material Subsidiary, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Authority Any national, state or local government or political subdivision thereof, independent system operator, regional transmission owner or operator, or any other governmental, judicial, regulatory, legislative, public or statutory instrumentality, authority, body, agency, department, bureau, board, commission, or entity.

  • Governmental Authorities; Consents No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

  • Corporate and Governmental Authorization; No Contravention The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries.

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