Certain Governmental Matters Sample Clauses
Certain Governmental Matters. (a) Without limiting the generality of the undertakings pursuant to this Section 7.2, Buyer and Ashland agree to take or cause to be taken the following actions: (i) provide promptly to any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) information and documents requested by such Governmental Competition Authority, or necessary, proper or advisable in connection with the Contemplated Transactions; and (ii) without in any way limiting the other provisions of this Section 7.2, file any Notification and Report form pursuant to the HSR Act and related material required under any Competition Law, including the EU Merger Regulation, in connection with the Contemplated Transactions as soon as practicable, and thereafter use its reasonable best efforts to comply as soon as practicable with any requests for additional information or documentary material that may be made under such Competition Law. From and after the date hereof and until all governmental approvals required in connection with the Contemplated Transactions have been obtained, Buyer shall not, and shall cause each of the Buyer Corporations not to, operate its business in such manner or take any action, that could reasonably be expected to significantly increase the risk of not obtaining any such governmental approval or clearance or the expiration or termination of any applicable waiting period.
(b) Each of Ashland and Buyer shall (i) keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Competition Authority, and shall comply with any such inquiry or request as promptly as practicable. Ashland and Buyer shall cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 7.2, including, subject to applicable Laws relating to the exchange of information, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Competition Authority and provide counsel for the other party with copies of all filings and submissions made by such party and all correspondence and other written communications between such party (and its advisors) and any Governmental Competition Authority and any other information...
Certain Governmental Matters. Except as set forth on Schedule 4.27, the Company has not received from any U.S. Governmental Body or any prime contractor or subcontractor from a U.S. Governmental Body any special, preferential or advantageous treatment in the award of a Government Contract, or in any other manner, including as a “small business concern,” “small disadvantaged business” (or “minority-owned business”), “women-owned” concern, or any other socially and economically disadvantaged classification, as defined in the Small Business Act (15 U.S.C. Sec. 631, et. seq.), the Federal Property and Administrative Services Act (41 U.S.C. Sec. 252), section 7102 of the Federal Acquisition Streamlining Act of 1994 (Public Law 103-355), 10 U.S.C. Sec 2323, Executive Order 12138, May 18, 1979, or regulations implementing these requirements, including the Federal Acquisition Regulations.
Certain Governmental Matters. (a) Taxes.
(i) Purchaser has filed all Tax Returns required to be filed. All such Tax Returns were correct and complete in all respects. As of the Purchaser Balance Sheet Date, all taxes owed by Purchaser for all periods (and any portion of any period) have been paid or reflected as a liability on the Purchaser Balance Sheet. No claim has ever been made by an authority in a jurisdiction where Purchaser does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no security interests on any of the assets of Purchaser that arose in connection with any failure (or asserted failure) to pay any tax.
(ii) Purchaser has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.
(iii) There is no dispute or claim concerning any tax liability of Purchaser either (A) claimed or raised by any authority in writing or (B) as to which Purchaser has knowledge based upon personal contact with any agent of such authority.
(iv) Purchaser has not waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.
Certain Governmental Matters. Neither the Company nor any Subsidiary has received from any U.S. Governmental Body or any prime contractor or subcontractor from a U.S. Governmental Body any special, preferential or advantageous treatment in the award of a Government Contract, or in any other manner, including as a “small business concern,” “small disadvantaged business” (or “minority-owned business”), “women-owned” concern, or any other socially and economically disadvantaged classification, as defined in the Small Business Act (15 U.S.C. Sec. 631, et. seq.), the Federal Property and Administrative Services Act (41 U.S.C. Sec. 252), section 7102 of the Federal Acquisition Streamlining Act of 1994 (Public Law 103-355), 10 U.S.C. Sec 2323, Executive Order 12138, May 18, 1979, or regulations implementing these requirements, including the Federal Acquisition Regulations. “Government Contract” means any prime contract with a U.S. Governmental Body and any subcontract with a prime contractor or higher tier subcontractor under a prime contract with a U.S. Governmental Body.
Certain Governmental Matters. Following the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary for it to do under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including all actions and all things necessary for it to comply promptly with all Applicable Law and legal requirements that may be imposed on it by Governmental Authorities in connection therewith, which actions shall include making all required registrations and filings to, and seeking all required approvals of, Governmental Authorities and furnishing all information required by Applicable Law or requested by such Governmental Authorities, including such Governmental Authorities with jurisdiction over enforcement of any Applicable Laws in the Territory that are designed or intended to prohibit, restrict or regulate actions that may have the purpose or effect of creating a monopoly, lessening competition or restraining trades. The Parties shall cooperate with each other in the making of such registrations, filings and approvals.
Certain Governmental Matters. No Company or Subsidiary is party to any Government Contract. "Government Contract" means any prime contract with a U.S. Governmental Body.
Certain Governmental Matters. The Company has not received from any U.S. Governmental Body or any prime contractor or subcontractor from a U.S. Governmental Body any special, preferential or advantageous treatment in the award of a Government Contract, or in any other manner, including as a “small business concern,” “small disadvantaged business” (or “minority-owned business”), “women-owned” concern, or any other socially and economically disadvantaged classification, as defined in the Small Business Act (15 U.S.C. Sec. 631, et. seq.), the Federal Property and Administrative Services Act (41 U.S.C. Sec. 252), section 7102 of the Federal Acquisition Streamlining Act of 1994 (Public Law 103-355), 10 U.S.C. Sec 2323, Executive Order 12138, May 18, 1979, or regulations implementing these requirements, including the Federal Acquisition Regulations. “Government Contract” means any prime contract with a U.S. Governmental Body and any subcontract with a prime contractor or higher tier subcontractor under a prime contract with a U.S. Governmental Body.
Certain Governmental Matters. 40 4.25 No Other Representations or Warranties...............................................40
Certain Governmental Matters. Distributor agrees it will use its best efforts to obtain as soon as possible all necessary governmental approvals needed to distribute the Product. [*] Distributor will cause the registration rights to be under the name of Calypte. Calypte will be under no obligation to ship Calypte Products to Distributor until Distributor have provided us with satisfactory evidence that the approvals, notifications or registrations referred to in this paragraph either are not required or that they have been timely and properly obtained.
Certain Governmental Matters. (a) The Company and each of the Company Subsidiaries’ officers, agents, representatives and employees possesses, holds and has all material franchises, consents, permits, licenses, approvals, bonds, deposits, authorizations, registrations, accreditations, certificates and similar authority required to be obtained or secured from any federal, state, local or foreign governmental or quasi-governmental bureau, registry, instrumentality, office, department, authority, body or agency (including, without limitation, the SEC) (“Governmental Authority”) required in connection with the business and operations of the Company and the Company Subsidiaries (collectively, “Governmental Authorizations”). The Company and the Company Subsidiaries, and to the Company’s Knowledge, their respective officers, agents, representatives and employees are not in default under any of such Governmental Authorizations, which default(s) would be, or be reasonably expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken as a whole)..
(b) The Company and each of the Company Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since January 1, 2021 with any Governmental Authority, including any report, registration or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Governmental Authority, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file such report, registration or statement or to pay such fees and assessments, individually or in the aggregate, would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries (taken as a whole).. Except for normal examinations conducted by a Governmental Authority in the ordinary course of business of the Company and the Company Subsidiaries, (i) no Governmental Authority has initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or any of the Company Subsidiaries since January 1, 2021, (ii) there is no unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of the Company or any of the Comp...