Contact with Governmental Authorities Sample Clauses

Contact with Governmental Authorities. Subject to the other provisions of this Section 7.2, Licensee shall be solely responsible for responding to all inquiries, notices of violation, warning letters, inspectional observations, and other actions from or by Governmental Authorities in the Territory, in each case to the extent related to the Licensed Product in the Territory. Licensor and Licensee shall immediately forward to each other copies of any material correspondence from any Governmental Authority that it receives in respect of the Licensed Product. Notwithstanding the other provisions of this Section 7.2, Licensee shall not respond to any inquiries or other correspondence from a Governmental Authority with respect to the Licensed Product in the Territory without first providing Licensor with a copy of its proposed response, and incorporating any reasonable comments of Licensor in such response. Licensor shall cooperate with Licensee in responding to any inquiry or other correspondence from a Governmental Authority in a timely manner, including by promptly responding to all inquiries of Licensee relating thereto.
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Contact with Governmental Authorities. Buyer shall not contact any governmental authorities regarding the Property without first notifying Seller in writing, and Seller, at Seller’s election, shall be entitled to have a representative present during any meeting or telephone contact with any governmental authority made by Buyer.
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Contact with Governmental Authorities. Except as provided below, Purchaser shall not contact any governmental authority having jurisdiction over the Property without Seller’s prior written consent. Seller’s consent shall not be required with respect to a customary and reasonable Phase I environmental audit and code compliance review (including but not limited to a zoning letter) of the Property except for any face-to-face meetings, for which Seller shall be given at least 2 business days prior notice and an opportunity to be present at any such meeting.
Sample 1
Contact with Governmental Authorities. Except in connection with the preparation of a non-invasive “Phase I” environmental site assessment for the Property, Buyer shall not contact any federal, state, municipal or other governmental or quasi-governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (a “Governmental Authority”) regarding Hazardous Materials (as defined in Section 4.1(m)(2) below) on, or the environmental condition of, the Property, without Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller’s consent to contact any such Governmental Authority is obtained by Buyer, a representative of Seller must be present when Buyer has any such contact with any Governmental Authority, and Seller shall reasonably cooperate with Buyer in scheduling such contacts with Governmental Authorities and shall make its representatives reasonably available for such purpose.
Sample 1
Contact with Governmental Authorities. In connection with Buyer’s diligence investigations pertaining to the Regulatory Agreement, Seller hereby consents to Buyer contacting the counterparty to the Regulatory Agreement; provided, however, that Buyer shall first provide at least 24 hours’ prior notice of any such planned communication to Seller (which notice may be provided by electronic mail) in order to afford Seller (or Seller’s agent) the opportunity to participate in any communications with such counterparty.
Sample 1
Contact with Governmental Authorities. Except in connection with the preparation of a “Phase I” environmental site assessment for the Property, a title search by the Title Company, customary tax, judgment, bankruptcy, litigation, UCC and lien searches on the Seller, and a zoning analysis, the Buyer Group shall not contact any Governmental Authority regarding Seller or the Property without Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed. If Seller’s prior written consent to contact any such Governmental Authority is obtained by the Buyer Group, Seller shall be entitled to receive at least two (2) Business Days’ prior written notice of the intended contact and to have a representative present when Buyer has any such contact with any Governmental Authority.
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Related to Contact with Governmental Authorities

  • 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.

  • Approvals of Governmental Authorities The Governmental Approvals listed in Schedule 11.01(b) shall have been received (or any waiting period shall have expired or shall have been terminated) and shall be in full force and effect.

  • 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 and Consents Buyer is not required to submit any notice, report or other filing with any governmental authority in connection with the execution or delivery by it of this Agreement or the consummation of the Transaction and no consent, approval or authorization of any governmental or regulatory authority is required to be obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation of the Transaction.

  • 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.

  • 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.

  • 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.

  • 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.

  • Corporate and Governmental Authorization No --------------------------------------------

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