Competition Act Application Sample Clauses

Competition Act Application. (a) The Parties shall use commercially reasonable efforts to prepare and submit, and shall cooperate with each other in connection with the preparation and submission of, all applications and filings as may be or become necessary or desirable under the Competition Act for, or in connection with, the consummation of the Transaction and to file such applications and filings as soon as practicable. (b) Vendor shall furnish to Purchaser such information and assistance as Purchaser may reasonably request in order to satisfy the Competition Act Condition and, upon Purchaser’s request, Vendor shall submit to the Commissioner such information as is required under section 114 of the Competition Act and shall provide any additional information that Purchaser reasonably requests in order for Purchaser to prepare its filings in respect of the Transaction. (c) The Parties shall use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Authority requiring the Parties, or any one of them, to supply additional information that is relevant to the Commissioner’s assessment of the Transaction. (d) Subject to Vendor’s obligations under Part IX of the Competition Act and the Notifiable Transactions Regulations, Purchaser shall have primary responsibility for the preparation and submission of all applications and filings under Subclause 9.2(a) in respect of the Competition Act. (e) All filing fees (and the GST thereon) incurred with respect to the satisfaction of the Competition Act Condition will be shared equally between Vendor and Purchaser. Except as provided in the preceding sentence, each party will pay all costs and expenses incurred by it in connection with the satisfaction of the Competition Act Condition. (f) In connection with any filings or applications made pursuant to the Competition Act under 9.2: (i) Purchaser shall consult with Vendor, and provide Vendor with a reasonable opportunity to review and comment drafts of any written correspondence proposed to be sent by or on behalf of Purchaser; (ii) Vendor shall be entitled to participate in any meetings or any material conversations with governmental bodies related thereto; and (iii) Purchaser shall promptly notify Vendor of any material developments related thereto, including providing Vendor with copies of any correspondence received and a summary of any verbal communications; provided, however, that competitively sensitive information shall be redacted from such corr...
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Competition Act Application. (a) Purchaser shall promptly (and, in any event within five (5) Business Days following execution of this Agreement) file with the Commissioner a request for an advance ruling certificate pursuant to the Competition Act (or, in the event that the Commissioner is not prepared to issue such certificate, a No Action Letter and waiver under paragraph 113(c) of the Competition Act relieving the Parties from the obligation to file under Part IX of the Competition Act) and Vendor shall in a timely manner furnish Purchaser with such information and assistance as may be reasonably requested in order to prepare and file such request for an advance ruling certificate. (b) Vendor and Purchaser shall use commercially reasonable efforts to respond promptly to any request or notice from the Commissioner pursuant to Part IX of the Competition Act, or a Person authorized by the Commissioner, requiring Vendor or Purchaser, to supply additional information that is relevant to the Commissioner’s assessment of the transactions contemplated by this Agreement. (c) Subject to Applicable Law, Vendor and Purchaser shall consult with each other, and provide each other with reasonable opportunity to review and comment on any filings, applications and submissions made under the Competition Act to be sent by or on behalf of Purchaser, and to review all notices and correspondence received from the Competition Bureau with respect to all such filings, applications and submissions made under the Competition Act and Vendor shall use its commercially reasonable efforts to cooperate with and assist Purchaser in the preparation and making of all such filings, applications and submissions and obtaining the Competition Act Approval. (d) All applicable filing fees in connection with the Competition Act Approval shall be shared, one half by Vendor and one half by Purchaser.
Competition Act Application. Purchaser shall promptly (and, in any event, within five (5) Business Days following the execution of this Agreement), file a request for an advance ruling certificate under the Competition Act (Canada) in respect of the transaction contemplated herein, and the applicable filing fee and all taxes thereon shall be paid by Purchaser. Vendor shall cooperate with and provide reasonable assistance to Purchaser in the preparation of such request and compilation of information required to accompany such request. Purchaser shall provide to Vendor in advance copies of all applications and filings for approval by Vendor, such approval not to be unreasonably withheld or delayed. Purchaser shall provide Vendor with copies of all such approvals immediately upon receipt of same.

Related to Competition Act Application

  • Competition Act Neither the aggregate value of the assets in Canada, nor the aggregate annual gross revenues from sales in or from Canada, of Corporation and its Subsidiaries exceeds C$93 million as determined in accordance with the Competition Act (Canada) and the regulations thereunder.

  • COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION ACT Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section 208).

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • Application of Takeover Protections; Rights Agreements The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Interlocal Cooperation Act RCW 39.34 allows cooperative purchasing between public agencies, and other political subdivisions. SMC 20.60.100 also allows non profits to use these agreements. If a public agency files or has filed an Intergovernmental Cooperative Purchasing Agreement with the City of Seattle, those agencies are eligible to purchase from Contracts established by the City. Such agencies may ask City of Seattle Contractors to accept orders from the agency, citing the City of Seattle contract as the basis for the order. The Vendor may accept or decline such orders. If the Vendor accepts an order from another public agency using the City of Seattle contract as the basis, the Vendor agrees to sell additional items at the contract prices, terms and conditions. The City of Seattle accepts no responsibility for the payment of the purchase price by other governmental agencies. Should the Vendor require additional pricing for such purchases, the Vendor is to name such additional pricing upon Offer to the City.

  • Data Protection Act 7.1 With respect to the parties' rights and obligations under this Contract, the parties agree that the Department is the Data Controller and that the Contractor is the Data Processor. 7.2 The Contractor shall: 7.2.1 Process the Personal Data only in accordance with instructions from the Department (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the Department to the Contractor during the Term); 7.2.2 Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body; 7.2.3 The Contractor shall employ appropriate organisational, operational and technological processes and procedures to keep the Personal Data safe from unauthorised use or access, loss, destruction, theft or disclosure. The organisational, operational and technological processes and procedures adopted are required to comply with the requirements of ISO/IEC 27001 as appropriate to the services being provided to the Department; 7.2.4 Take reasonable steps to ensure the reliability of any Contractor Personnel who have access to the Personal Data; 7.2.5 Obtain prior written consent from the Department in order to transfer the Personal Data to any Sub-contractors or Affiliates for the provision of the Services; 7.2.6 Ensure that all Contractor Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 7; 7.2.7 Ensure that none of Contractor Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Department; 7.2.8 Notify the Department within five Working Days if it receives: a request from a Data Subject to have access to that person's Personal Data; or a complaint or request relating to the Department's obligations under the Data Protection Legislation; 7.2.9 Provide the Department with full cooperation and assistance in relation to any complaint or request made, including by: - providing the Department with full details of the complaint or request; - complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Department's instructions; - providing the Department with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Department); and - providing the Department with any information requested by the Department; 7.2.10 Permit the Department or the Department’s Representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Contractor's data Processing activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by the Department to enable the Department to verify and/or procure that the Contractor is in full compliance with its obligations under this Contract; 7.2.11 Provide a written description of the technical and organisational methods employed by the Contractor for processing Personal Data (within the timescales required by the Department) to be used solely for the purposes of this contract and provided that to do so would not be in breach of the Intellectual Property Rights (including Copyright) of a third party; and 7.2.12 Not process Personal Data outside the European Economic Area without the prior written consent of the Department and, where the Department consents to a transfer, to comply with: - the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing -an adequate level of protection to any Personal Data that is transferred; and - any reasonable instructions notified to it by the Department. 7.3 The Contractor shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Contract in such a way as to cause the Department to breach any of its applicable obligations under the Data Protection Legislation.

  • Third-Party Information; Privacy or Data Protection Laws Each Party acknowledges that it and its respective Subsidiaries may presently have and, after the Effective Time, may gain access to or possession of confidential or proprietary Information of, or personal Information relating to, Third Parties: (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or the other Party’s Subsidiaries, on the other hand, prior to the Effective Time or (ii) that, as between the two parties, was originally collected by the other Party or the other Party’s Subsidiaries and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause its Subsidiaries and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary Information of, or personal Information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or the other Party’s Subsidiaries, on the one hand, and such Third Parties, on the other hand.

  • Antitrust Contractor hereby irrevocably assigns to the State of Connecticut all rights, title and interest in and to all Claims associated with this Contract that Contractor now has or may or will have and that arise under the antitrust laws of the United States, 15 USC Section 1, et seq. and the antitrust laws of the State of Connecticut, Connecticut General Statute § 35-24, et seq., including but not limited to any and all Claims for overcharges. This assignment shall become valid and effective immediately upon the accrual of a Claim without any further action or acknowledgment by the parties.

  • State Law Disclosures Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;

  • References to Statutes, Public Acts, Regulations, Codes and Executive Orders All references in this Contract to any statute, public act, regulation, code or executive order shall mean such statute, public act, regulation, code or executive order, respectively, as it has been amended, replaced or superseded at any time. Notwithstanding any language in this Contract that relates to such statute, public act, regulation, code or executive order, and notwithstanding a lack of a formal amendment to this Contract, this Contract shall always be read and interpreted as if it contained the most current and applicable wording and requirements of such statute, public act, regulation, code or executive order as if their most current language had been used in and requirements incorporated into this Contract at the time of its execution.

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