Approvals from Governmental Authorities Sample Clauses

Approvals from Governmental Authorities. Except as contemplated by Section 5.06, each of the parties hereto shall use its commercially reasonable efforts (with the reasonable assistance of the other party to the extent reasonably required) promptly make all required notifications to, and obtain required approvals of, Governmental Authorities with respect to the consummation of transactions contemplated by this Agreement.
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Approvals from Governmental Authorities. Sellers and Buyer shall (a) file the appropriate notifications under the HSR Act as soon as possible, but in no event later than 10 days after the date of this Agreement and (b) file with any Governmental Authorities from which the approvals, authorizations and consents described in Schedule 5.3, and the renewals described in Section 7.1(n), must be obtained, joint applications requesting such approvals, authorizations, consents and renewals as soon as practicable, but in no event later than 30 days after the date of this Agreement. Sellers and Buyer shall each exercise commercially reasonable efforts in furtherance of the foregoing (including Buyer's cooperation in attending meetings with Governmental Authorities and providing the financial data, information as to operating experience, appropriate insurance and surety bonds and any other information required to timely prepare and submit the applications referenced above), and the parties shall exercise commercially reasonable efforts necessary or appropriate to expedite the processing of the applications and to secure such authorizations, approvals, consents and renewals and to obtain early termination of the waiting period under the HSR Act. Sellers and Buyer shall furnish each other with any correspondence from or to, and notify each other of any other communications with, Governmental Authorities that relate to such authorizations, approvals, consents and renewals, and each party shall have the right to participate in any hearings or proceedings before Governmental Authorities with respect to such authorizations, approvals, consents and renewals. Each party shall bear its own expenses in connection with its compliance with the foregoing.
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Approvals from Governmental Authorities. No consent, approval, waiver or authorization is required to be obtained by the Seller or the Seller Shareholders from, and no notice or filing is required to be given by the Seller or the Seller Shareholders to or made by the Seller, STAK or the Seller Shareholders with, any Governmental Authority in connection with (i) the execution and performance by the Seller or the Seller Shareholders of this Agreement or (ii) the consummation of any of the transactions provided for hereby, other than in all cases where the failure to obtain or make such consent, approval, waiver or authorization, or to give or make such notice of filing would not, individually or in the aggregate, be reasonably expected to materially impair or delay the Seller's or the Seller Shareholders', as the case may be, ability to perform its obligations hereunder. 2.1 The Shares and the Group Companies The Seller is the sole legal and beneficial owner of the Shares. The Shares comprise all of the issued share capital of the Company and have been properly and validly issued and are each fully paid up. The Seller Shareholders and STAK are the sole legal and beneficial owners of all the issued share capital in the Seller. The Company is, directly or indirectly, the sole legal and beneficial owner of all the issued share capital in each Company Subsidiary in Paragraph 1 of Schedule 2, which shares have been properly and validly issued and are each fully paid up. No person has the right, or has claimed to have the right, (whether exercisable now or in the future and whether contingent or not) to call for the conversion, issue, registration, sale or transfer, amortisation or repayment of any share capital or any other security giving rise to a right over, or an interest in, the capital of any Group Company under any option, agreement or other arrangement (including conversion rights and rights of pre- emption). There are no Encumbrances on any of the shares of the Group Companies.
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Approvals from Governmental Authorities. Developer and Artesian agree that the transactions, design and construction of the Treatment Facilities are subject to various approvals, including but not limited to, the PSC and DNREC. Developer and Artesian also recognize that there may be changes to permits or rates and connection fees charged to customers that may prohibit Artesian from satisfactorily fulfilling its obligations under this agreement. If such events occur during the term of this agreement then Developer and Artesian agree to renegotiate the terms of this agreement in good faith to equitably address the required change. The purchase of the Treatment Site, as provided in Section 2.2.1 of this agreement, shall not be subject to any such adjustment and shall remain in full force and effect.
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Approvals from Governmental Authorities. No consent, approval, waiver or authorization is required to be obtained by the Seller or the Seller Shareholders from, and no notice or filing is required to be given by the Seller or the Seller Shareholders to or made by the Seller, STAK or the Seller Shareholders with, any Governmental Authority in connection with (i) the execution and performance by the Seller or the Seller Shareholders of this Agreement or (ii) the consummation of any of the transactions provided for hereby, other than in all cases where the failure to obtain or make such consent, approval, waiver or authorization, or to give or make such notice of filing would not, individually or in the aggregate, be reasonably expected to materially impair or delay the Seller’s or the Seller Shareholders', as the case may be, ability to perform its obligations hereunder.
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Approvals from Governmental Authorities. A. All agreements with or applications to any governmental authority or public body with respect to any annexation, zoning, modification, variance, exception, platting or other matter relating to the annexation, zoning, use, development, subdivision, or platting of the Property B. Zoning letters
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Related to Approvals from Governmental Authorities

  • 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.

  • 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.

  • 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.

  • 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.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Governmental Authorizations, Etc No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Notes.

  • 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.

  • Necessary Governmental Approvals The parties shall have received all approvals and actions of or by all Governmental Bodies which are necessary to consummate the transactions contemplated hereby, which are either specified in Schedule 5.3(B)(ii) or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws.

  • 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.

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