Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.1, Parent and the Company agree to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall be made within five (5) Business Days of the date hereof, (ii) an appropriate filing with the Toronto Stock Exchange (“TSX”) pursuant to the Toronto Stock Exchange Company Manual (the “TSX Manual”) within five (5) Business Days of the date hereof requesting that the TSX approve the issuance of the Stock Consideration as contemplated herein, subject only to the satisfaction of the customary listing conditions of the TSX (which shall not include the requirement to obtain any approval of the equityholders of Parent prior to Closing) and (ii) all other necessary registrations, declarations, notices and filings relating to the Transactions with any Governmental Authority with regulatory jurisdiction over enforcement of any applicable Competition Laws (“Governmental Competition Authority”) with respect to the Transactions and to respond as promptly as practicable to any inquiries received and requests made by a Governmental Competition Authority for any additional information and documentary material pursuant to the HSR Act, the TSX Manual and any other Competition Law, and in each case, request “early termination” or any equivalent process, if available. From and after the date hereof and until all governmental approvals required in connection with the Transactions have been obtained, Parent shall not, and shall cause its Affiliates 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. Parent shall be responsible for all filing fees paid pursuant to this Section 6.1.
(b) Each of the Company and Parent 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 respond to any such inquiry or request as promptly as practicable, (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 6.1,...
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. 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. (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. 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. 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. The Company has not received from any U.S. Governmental Authority or any prime contractor or subcontractor from a U.S. Governmental Authority 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 Authority and any subcontract with a prime contractor or higher tier subcontractor under a prime contract with a U.S. Governmental Authority.
Certain Governmental Matters. 40 4.25 No Other Representations or Warranties...............................................40
Certain Governmental Matters. (a) Without limiting the generality of the undertakings pursuant to Section 7.3(a) or this Section 7.4, Buyer and Seller 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 Acquisition and (ii) without in any way limiting the other provisions of this Section 7.4, file any Notification and Report form pursuant to the HSR Act within ten (10) Business Days after the date of this Agreement (unless filed prior to the date of this Agreement) and any related material required by any Governmental Authority in order to obtain any Required Approval or under any Competition Law in connection with the Acquisition within fifteen (15) Business Days after the date of this Agreement, and thereafter comply as soon as reasonably practicable and advisable with any requests for additional information or documentary material that may be made under such Competition Law.
Certain Governmental Matters. (a) Without in any way limiting the other provisions of this Section 6.1, Parent and the Company agree to make or cause to be made, in consultation and cooperation with the other and as promptly as practicable and advisable after the date hereof, (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act, which filing shall be made within five
