Correspondence with Governmental Agencies Sample Clauses

Correspondence with Governmental Agencies. From and ----------------------------------------- after the Execution Date and so long as this Agreement remains in effect, and so long as there is no Default as defined in Section 10.9 hereof, Seller and its affiliates and subsidiaries and each of their officers, directors, employees, agents and representatives shall refrain from any communications or discussions with any Agency or any third party, and from taking any other action, which could result in any Agency requesting or requiring Buyer or the owner of the Real Property or the Adjacent Property to take, perform or cease any activity on or with respect to the Real Property or the Adjacent Property. Seller shall be entitled, so long as Buyer's representatives have the opportunity to be present after reasonable notice thereof, to meet or have conversations with the DTSC regarding (i) termination of the Kaiser Consent Order; (ii) elimination of the public hearing requirement regarding closure of the Speedway site under the Buyer Consent Order and (iii) remediation of the Tar Pits Property. Seller shall deliver a copy of any and all notices and correspondence received from any Agency to Buyer within two (2) business days after receipt thereof. Seller acknowledges that, as an inducement to providing the indemnities in Section 10.3.4, below, Buyer is relying on Seller's covenant and agreement to permit Buyer to complete all aspects of the Corrective Action, including any communications with applicable Agencies. The provisions of this Section 10.2.4 shall not be deemed to prohibit Seller or Seller's affiliates from engaging in communications or discussions with any Agency with respect to (i) the MRF's operations, (ii) the Excluded Liabilities or (iii) any activities described in Section 10.2.2, above, so long as, in each event, such communications or discussions do not materially impact the Corrective Action to be performed by Buyer hereunder. Seller shall not be deemed to have engaged in a communication or discussion in breach of this Agreement as a result of a material impact on the Corrective Action arising out of a communication or discussion with an Agency otherwise permitted under clauses (i), (ii) or (iii), above, if Seller or its applicable affiliate could not reasonably have anticipated the material impact and Seller provides Buyer with prompt notice of the communication or discussion and provides Buyer with an opportunity to participate in any follow up communications or discussions.
Sample 1
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Correspondence with Governmental Agencies. From and after ----------------------------------------- the Execution Date and so long as this Agreement remains in effect, and so long as there is no Default as defined in Section 10.9 hereof, Seller and its affiliates and subsidiaries and each of their employees, agents and representatives (collectively, the "Seller Parties") shall refrain from any -------------- communications or discussions with any Agency or any third party, and from taking any other action, which could result in any Agency requesting or requiring Buyer or the owner of the Real Property or the Adjacent Property to take, perform or cease any activity on or with respect to the Real Property or the Adjacent Property, except for any activities which may be ongoing or required as of the Execution Date (including, but not limited to, reasonable activities associated with draft remediation action plans on file with the Agencies as of the Execution Date), which activities shall be terminated as of the Close of Escrow. The Seller Parties shall deliver a copy of any and all notices and correspondence received from any Agency to Buyer within two (2) business days after receipt thereof. Seller acknowledges that, as an inducement to providing the indemnities in Section 10.3.3, below, Buyer is relying on Seller's covenant and agreement to permit Buyer to complete all aspects of the Corrective Action, including any communications with applicable Agencies.
Sample 1

Related to Correspondence with Governmental Agencies

  • Governmental Agencies Subject to Section 7.8, each party may communicate with any governmental agency, including but not limited to governmental agencies responsible for granting Regulatory Approval for the Products, regarding the Products if, in the opinion of that party's counsel, the communication is necessary to comply with the terms of this Agreement or the requirements of any law, governmental order or regulation. Unless, in the reasonable opinion of its counsel, there is a legal prohibition against doing so, a party will permit the other party to accompany and take part in any communications with the agency, and to receive copies of all communications from the agency.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Except as set forth in Schedule 3.14:

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations have been duly authorized by all necessary corporate or company action, as applicable, and do not and will not:

  • COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

  • Compliance with Law; Governmental Authorizations To the best of Seller’s knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the properties and assets of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of, 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 Seller with respect to all filings that Seller are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Seller 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.

  • 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.

  • Compliance with Governmental Requirements Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.

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