Applications to Governmental Bodies Sample Clauses

Applications to Governmental Bodies. Debtor, at its own cost and expense, shall take any action that Secured Party may request in order to enable Secured Party to obtain and enjoy the full rights and benefits granted to Secured Party hereunder, including, without limitation, all rights necessary or desirable to obtain, use, sell or assign the Licenses and Franchises of Debtor and the other Collateral of Debtor hereunder, and to exercise all remedies available to Secured Party hereunder and under applicable law. Without limiting the generality of the foregoing, at the request of Secured Party at any time following the occurrence of any Event of Default, Debtor, at its sole cost and expense, shall assist Secured Party in obtaining any required approval of any Governmental Body (including the FCC and any Franchisor) to the transfer of Debtor's Licenses and Franchises to Secured Party or its designee or any receiver, trustee or similar official or purchaser by preparing, signing and filing with the appropriate Governmental Body any application or document and taking all other actions deemed necessary or appropriate by Secured Party (i) for consent to the assignment of any such License or Franchise necessary or appropriate under applicable Cable Laws, (ii) for approval of any sale, assignment or transfer of any such License or Franchise and (iii) to enable Secured Party or its designee or any receiver, trustee or similar official or purchaser to obtain from such Governmental Body or any other Person any required authority necessary to operate the Cable Business of Debtor.
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Applications to Governmental Bodies. Upon the occurrence and during the continuance of an Event of Default, each Pledgor, upon the request of Pledgee and at Borrower's sole cost and expense, shall take any action that Pledgee reasonably may request in order to enable Pledgee to obtain and enjoy the full rights and benefits granted to Pledgee hereunder, including, without limitation, all rights necessary or desirable to obtain, use, sell or assign control of the Licenses and Franchises of Borrower and the other Collateral hereunder, and to exercise all remedies available to Pledgee hereunder and under applicable law. Without limiting the generality of the foregoing, at the request of Pledgee at any time following the occurrence and during the continuance of an Event of Default, each Pledgor, at Borrower's sole cost and expense, shall assist Pledgee in obtaining any required approval of any Governmental Body (including the FCC and any Franchisor) to the transfer of control of the Licenses and Franchises of Borrower to Pledgee or any other Person by preparing, signing and filing with the appropriate Governmental Body any application or document and taking all other actions deemed necessary or appropriate by Pledgee (i) for consent to the transfer of control of any such Licenses and Franchises necessary or appropriate under applicable Cable Laws, (ii) for approval of any sale, assignment or transfer of control of any such Licenses and Franchises and (iii) to enable Pledgee or its designee or any receiver, trustee or similar official or purchaser to obtain from such Governmental Body or any other Person any required authority necessary to operate the Cable Business of Borrower. To the extent permitted by law, during any period in which an Event of Default has occurred and is continuing, each Pledgor hereby irrevocably appoints Pledgee its attorney-in-fact with full power of substitution to execute such applications and documents and take such actions on behalf of such Pledgor. Each Pledgor acknowledges that the appointment of Pledgee as such attorney-in-fact is coupled with an interest and is irrevocable until all of Borrower's Obligations are paid and performed in full.
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Applications to Governmental Bodies. Debtor shall take any action that Secured Party may request in order to enable Secured Party to obtain and enjoy the full rights and benefits granted to Secured Party hereunder, including, without limitation, all rights necessary or desirable to obtain, use, sell, assign or otherwise transfer control of the Licenses of Debtor. Without limiting the generality of the foregoing, upon the occurrence of any Event of Default, at the request of Secured Party and at Debtor's sole cost and expense, Debtor shall (i) assist Secured Party in obtaining any required FCC approval for any action or transaction contemplated hereby, including preparing, signing and filing with the FCC and/or any other Governmental Body the assignor's or transferor's portion of any application or applications for consent to the assignment of or transfer of control over any license necessary or appropriate under the Communications Act or the rules and regulations of any Governmental Body for approval of any sale, assignment or transfer to Secured Party or any other Person of any or all Collateral (including without limitation any Licenses of Debtor), and (ii) execute all applications and other documents and take all other actions requested by Secured Party to enable Secured Party, its designee, any receiver, trustee or similar official or any purchaser of all or any part of the Collateral to obtain from the FCC or any other Governmental Body or Person any required authority necessary to operate the Paging Business of Debtor. All monies received by Secured Party pursuant to this Section 8 shall be applied by Secured Party in accordance with the applicable provisions of Section 8.4 of the Loan Agreement.
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Related to Applications to Governmental Bodies

  • Approvals of Governmental Bodies As promptly as practicable after the date of this Agreement, Buyer will, and will cause each of its Related Persons to, make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, Buyer will, and will cause each Related Person to, cooperate with Sellers with respect to all filings that Sellers are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Sellers in obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization.

  • 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.

  • Reports to Government Entities Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

  • 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.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.

  • 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.

  • Actions Before Governmental Authorities There are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or its property, that is reasonably expected to result in a Material Adverse Effect.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14): (i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and (iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity. (b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.

  • Governmental Authorities From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

  • Other Governmental Approvals Developer may apply for such other permits and approvals as may be required for development of the Project in accordance with this Agreement from other governmental or quasi-governmental agencies having jurisdiction over the Property. The City shall reasonably cooperate with Developer in its endeavors to obtain such permits and approvals.

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