Government Approvals. (i) All Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding. (ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 4 contracts
Samples: Participation Agreement (Midwest Generation LLC), Participation Agreement (Midwest Generation LLC), Participation Agreement (Midwest Generation LLC)
Government Approvals. (a) Each of Celgene and Bluebird shall use its commercially reasonable good faith efforts to eliminate any concern on the part of any court or government authority regarding the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. legality of any proposed Development & Commercialization Agreement (including with respect to IND Candidates and Pre-IND Candidates under Section 12.4), including, if required by federal or state antitrust authorities, promptly taking all steps to secure government antitrust clearance, including cooperating in good faith with any government investigation including the prompt production of documents and information demanded by a second request for documents and of witnesses if requested. Notwithstanding anything to the contrary in this Agreement, this Section 5.9 and the term “commercially reasonable good faith efforts” do not require that either Party (i) All Governmental Approvals required in connection with the execution and delivery ofoffer, negotiate, commit to or performance of the transactions contemplated byeffect, this Agreementby consent decree, hold separate order, trust or otherwise, the Chapter 11 Plansale, the Asset Purchase Agreementdivestiture, and the license or other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence disposition of any transfer capital stock, assets, rights, products or businesses of the Beneficial Interest Celgene, Bluebird or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participanttheir respective Affiliates, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained agree to any restrictions on the businesses of Celgene, Bluebird or caused their respective Affiliates, or (iii) pay any material amount or take any other action to be obtained all consents and approvals required to be obtained from Persons prevent, effect the dissolution of, vacate, or lift any decree, order, judgment, injunction, temporary restraining order, or other than Governmental Authorities order in connection with any suit or proceeding that would otherwise have the effect of preventing or delaying the transactions contemplated by any proposed Development and Commercialization Agreement.
(b) Each of Celgene and Bluebird shall, within ten (10) business days after the execution of a Development & Commercialization Agreement (or such later time as may be agreed to in writing by the Parties) file with the United States of America Federal Trade Commission (“FTC”) and the Antitrust Division of the United States of America Department of Justice (“DOJ”) any HSR Filing required of it under the HSR Act in the reasonable opinion of either Party with respect to the transactions contemplated by such Development and Commercialization Agreement. The Parties shall cooperate with one another to the extent necessary in the preparation of any such HSR Filing. [***] In the event that the Parties make an HSR Filing under this Section 5.9, the relevant Development & Commercialization Agreement shall terminate (i) at the election of either Party, immediately upon notice to the other Party, in the event that the United States of America Federal Trade Commission or the United States of America Department of Justice obtains a preliminary injunction under the HSR Act against the Parties to enjoin the transactions contemplated by such Development & Commercialization Agreement or (ii) at the election of either Party, immediately upon notice to the other Party, in the event that the HSR Clearance Date shall not have occurred on or prior to one hundred eighty (180) days after the effective date of the HSR Filing. Notwithstanding anything to the contrary contained herein, except for the terms and conditions of this Section 5.9, none of the terms and conditions contained in a Development and Commercialization Agreement shall be effective until the “Implementation Date,” which is agreed and understood to mean the later of (1) the execution date of the Development & Commercialization Agreement, (2) if a determination is made pursuant to this Section 5.9 that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination, or (3) if notification of this Agreement is required to be made under the HSR Act, the HSR Clearance Date. As used herein: (x) “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder; (y) “HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by a Development & Commercialization Agreement have expired or have been terminated; and (z) “HSR Filing” means a filing by Celgene and Bluebird with the United States of America Federal Trade Commission and the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Antitrust Division of the United States of America Department of Justice of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and together with all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwestrequired documentary attachments thereto.
Appears in 3 contracts
Samples: Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.)
Government Approvals. The Call Option Closing and all payment obligations of Celgene set forth in Section 1.3 shall be conditioned upon Receipt of Regulatory Approvals. As used herein, “Receipt of Regulatory Approvals” means that all regulatory approvals required to consummate the transactions contemplated by the Call Option Closing shall have been obtained and shall remain in full force and effect through the Call Option Closing and all statutory waiting periods applicable to the Call Option Closing shall have expired or been terminated. Except for any Non-Required Remedy (defined below), each of Celgene and Bluebird shall use its commercially reasonable good faith efforts to obtain all requisite consents of any court or government authority regarding the exercise of the Call Option, including, if required by federal or state antitrust authorities, promptly taking all steps to secure government antitrust clearance, including cooperating in good faith with any government investigation including the prompt production of documents and information demanded by a second request for documents and of witnesses if requested, to the same extent and in the same manner (including with respect to the payment by Celgene of all fees required to be paid to any government authority in connection with any HSR Filing) as provided in Section 5.9 of this Agreement with respect to any proposed Development & Commercialization Agreement, mutatis mutandis. In the event that the Parties make an HSR Filing under this Section 1.4, then the Call Option shall terminate (i) All Governmental at the election of either Party, immediately upon notice to the other Party, in the event that the United States of America Federal Trade Commission or the United States of America Department of Justice obtains a preliminary injunction under the HSR Act against the Parties to enjoin the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. transactions contemplated by this Exhibit L, or (ii) at the election of either Party, immediately upon written notice to the other Party, in the event that either the Call Option HSR Clearance Date or the Receipt of Regulatory Approvals required shall not have occurred on or prior to one hundred twenty (120) days after the effective date of the HSR Filing (including expiration or termination of the applicable waiting period under the HSR Act or the inability to eliminate any Non-Required Remedy as part of any consent or approval). Notwithstanding anything to the contrary in this Agreement, in connection with the execution and delivery ofobligations contained in this Exhibit L, or performance neither Party nor any of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may its respective Affiliates shall be required under existing Requirements to sell, divest, hold separate, license or agree to any other structural or conduct remedy with respect to, any operations, divisions, businesses, product lines, customers, assets or relationships of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest Party or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and its respective Affiliates (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending oraction, except as indicated in Part C of Schedule 3.1(ca “Non-Required Remedy”), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 3 contracts
Samples: Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.), Master Collaboration Agreement (Bluebird Bio, Inc.)
Government Approvals. (ia) All Governmental Approvals required in connection with the execution and delivery ofManufacturer shall use its Best Efforts to obtain an IDE, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreementif required, and the all other Operative Documents to which Midwest is required or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effectdesirable Government Approvals, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired including without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals limitation those required to be obtained from Persons the FDA for the clinical trials or studies and sale of each Product in the Territory at its sole cost and expense after Manufacturer has completed the validation of such Product required for human implant.
(b) Manufacturer will be responsible for all requirements of Applicable Law in the Territory concerning the sale of the Products in the Territory, including all Product labeling (other than trade marks, tradenames, trade dress, logos, layout design and similar matters) and local regulatory requirements within the Territory.
(c) Manufacturer will upon submission or receipt (i) send to Purchaser a copy of any document submitted to or other correspondence regarding the Product with any Governmental Authorities Authority; and (ii) provide Purchaser with copies of all Government Approvals within fifteen (15) days of receipt. Manufacturer will keep Purchaser informed, in writing, of the status of its Government Approvals on a regular basis. Purchaser will assist Manufacturer in connection with such activities, to the transactions contemplated extent reasonably requested by Manufacturer.
(d) After receipt of necessary Government Approvals and thereafter throughout the term of this Agreement, Manufacturer will use its Best Efforts to maintain such Government Approvals in effect at its own expense to the Chapter 11 Planextent it is commercially and economically viable.
(e) Unless otherwise required by Applicable Laws and subject to the following sentence, Manufacturer shall be the Asset Purchase Agreementholder of all Government Approvals in the Territory. In the event that the Parties determine that it is desirable, for legal or administrative reasons, for Purchaser or its designee to hold any Government Approvals, Manufacturer will cooperate to permit Purchaser to hold such Government Approvals.
(f) Manufacturer shall keep Purchaser advised of any changes in Applicable Laws in the Territory, including material proposed changes thereto, of which Manufacturer becomes aware in the course of performing its duties hereunder that affect the Products.
(g) Purchaser shall permit Manufacturer or its designated representative to perform, upon reasonable prior notice and at Manufacturer's sole cost and expense, reasonable vendor audits or other audits required by Applicable Laws on the facilities, procedures and records which are relevant to such audits of Purchaser and, to the extent obtainable by Purchaser at no cost to Purchaser, on facilities, procedures and records which are relevant to such audits of other distributors or any other Operative Documents and all consents and approvals are in full force and effectPersons with responsibility for any aspect of selling the Products, other than such consents or approvals the failure of which on reasonable advance notice to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestPurchaser during normal business hours.
Appears in 2 contracts
Samples: Manufacturing Agreement (Angeion Corp/Mn), Manufacturing Agreement (Angeion Corp/Mn)
Government Approvals. (i) All As of the Closing Date, all Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest Holdings is or will be a party and the conduct of the business by Midwest Holdings are listed on Schedule 3.1(cSCHEDULE 3.2 (d) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof Closing Date or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of transactions contemplated by the Facility, Operative Documents and (B) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on MidwestHoldings, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest Holdings has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(cSCHEDULE 3.2 (d), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(cSECTION 3.2(d) are final final, and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule 3.1(cSCHEDULE 3.2 (d), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained As of the Closing Date, all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents the ASA have been obtained and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestHoldings.
Appears in 1 contract
Government Approvals. (i) All Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents Docu- ments to which Midwest EME is or will be a party and the conduct of the business by Midwest EME are listed on Schedule 3.1(cSCHEDULE 3.2(c) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of transactions contemplated by the Facility, Operative Documents and (B) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on MidwestEME, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest EME has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(cSCHEDULE 3.2(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(cSECTION 3.2(c) are final final, and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule 3.1(cSCHEDULE 3.2(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all All consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents have been obtained and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestEME.
Appears in 1 contract
Government Approvals. (ia) All Governmental Approvals required The parties acknowledge that the Proposed Acquisition will be subject to review by regulatory authorities in certain jurisdictions. In this connection, among other filings, A and B will be making filings under [Europe] and under the Hart-Scott-Rodino Antitrust Ixxxxxxxxxxx Xxx xf 1976 ("HSR Act") in the United States.
(b) A and B each agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate as promptly as practicable the Proposed Acquisition and to cooperate with each other in connection with the execution and delivery of, or performance foregoing. In furtherance of the transactions contemplated byforegoing, this AgreementA and B shall use all reasonable efforts to resolve such objections, the Chapter 11 Planif any, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required asserted with respect to the Proposed Acquisition under existing Requirements of Law any applicable law or regulation to enable the Proposed Acquisition to be obtained, given, accomplished or renewed at any time after the date of execution completed in an expeditious manner. ------------------- *This information has been omitted pursuant to a Request for Confidential Treatment and delivery hereof or from time to time after the Plan Effective Date in connection such information has been filed separately with the maintenance or operation Securities and Exchange Commission.
(c) Each of the Facilityparties shall promptly inform the other of any communication from any government or governmental or multinational authority regarding the Proposed Acquisition. If either party or any affiliate thereof receives a request for additional information or documentary material from any such government or authority with respect to the Proposed Acquisition, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable, an appropriate response in compliance with such request.
(Bd) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance Without limiting the general nature of the time required and which Midwest has no reason parties' obligations set forth in clause (b) above, the following rules shall apply with respect to believe divestitures, if any, requested by the competent authorities. Each of the parties will not be timely obtainedmake such divestitures, (D) or agree to make such divestitures, as may be reasonably requested or required by any antitrust authorities to enable the Proposed Acquisition to be completed in connection with any refinancing an expeditious manner. [Any such divestitures shall be for the account of the Lessor Notes or party making the issuance of Additional Lessor Notessame, (E) as and] any divested assets may be required in consequence of any transfer sold to either A or B if allowed by the relevant antitrust authorities.
(e) Following the consummation of the Beneficial Interest Proposed Acquisition, the parties agree that they will exhaust all legal remedies in an effort to obtain all necessary approvals, including but not limited to appeals to the highest appellate court, tribunal or any transfer of ownership of other body having jurisdiction over the Undivided Interest or matter in dispute, will seek rehearings where necessary and will continue with the Trust Estate by approval processes until final determinations have been received.
(f) It is the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement parties' intent, to the extent arrangements practicable, to proceed with the consummation of the Proposed Acquisition at such time as all regulatory approvals have been made satisfactory to received from the Owner Participantantitrust regulatory authorities of [the European Economic Community, the Owner Lessor United States, Canada and Australia], notwithstanding the Lease Indenture Trustee. Except as noted fact that final approvals have not been received in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing one or application for judicial review more of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingother jurisdictions involved.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Samples: Acquisition Agreement (Air Products & Chemicals Inc /De/)
Government Approvals. All Government Approvals shall be in effect, and all conditions or requirements prescribed by law or by any Government Approval shall have been satisfied; provided, however, that no Government Approval shall be deemed to have been received if it, or any other action taken after the date of this Agreement, or any statute, rule, regulation, order or decree enacted, entered, enforced or deemed applicable to the Merger, the Bank Merger or other related agreements by any federal or state governmental entity arising after the date of this Agreement, shall impose any condition or requirement that Westamerica, in its reasonable and good faith judgment, deems to be materially burdensome (iin which case Westamerica shall promptly notify Redwood Empire); provided that Westamerica shall be required to use commercially reasonable efforts to remove such materially burdensome condition. For purposes of this Agreement, no condition shall be deemed to be “materially burdensome” if such condition does not materially differ from conditions generally imposed by the FRB or the DFI in orders approving transactions of the type contemplated by this Agreement and it does not (A) All Governmental Approvals required in connection require the divestiture or cessation of any of the present businesses or operations conducted by Westamerica or Redwood Empire, (B) require the taking of any action inconsistent with the execution and delivery ofmanner in which Westamerica or Redwood Empire has conducted its business previously, (C) have or performance is not reasonably likely to have a material adverse effect on Westamerica or Redwood Empire, (D) preclude satisfaction of any of the conditions to consummation of the transactions contemplated by, by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is Agreement or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of prevent Westamerica or WAB from realizing any transfer substantial portion of the Beneficial Interest or any transfer economic benefits of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement; provided, the Chapter 11 Plana requirement to divest deposits of either NBR or WAB in Lake County, the Asset Purchase AgreementCalifornia (a “Lake County Divestiture”), and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or shall result in the aggregate, result adjustment of the Merger Consideration as provided in a Material Adverse Effect on MidwestSection 2.1(c) and shall not be deemed “materially burdensome” for purposes of this section.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Redwood Empire Bancorp)
Government Approvals. (ia) All Governmental Approvals required in connection with Supplier shall use its Best Efforts to obtain the execution and delivery ofIDE, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreementif required, and from the FDA and all other Operative Documents to which Midwest is required or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effectdesirable Government Approvals, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired including without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals limitation those required to be obtained from Persons the FDA for the clinical trials or studies and sale of each Product in the Territory at its sole cost and expense after Supplier (or its relevant Affiliate) has completed the validation of such Product for human implant.
(b) Supplier will be responsible for all requirements of Applicable Law in the Territory concerning the sale of the Products in the Territory, including all Product labeling (other than trade marks, tradenames, trade dress, logos, layout design and similar matters) and local regulatory requirements within the Territory.
(c) Supplier will upon submission or receipt (i) send to Purchaser a copy of any document submitted to or other correspondence regarding the Product with any Governmental Authorities Authority; and (ii) provide Purchaser with copies of all Government Approvals within fifteen (15) days of receipt. Supplier will keep Purchaser informed, in writing, of the status of its Government Approvals on a regular basis. Purchaser will assist Supplier in connection with such activities, to the transactions contemplated extent reasonably requested by Supplier.
(d) After receipt of necessary Government Approvals and thereafter throughout the term of this Agreement, Supplier will use its Best Efforts to maintain such Government Approvals in effect at its own expense to the Chapter 11 Planextent it is commercially and economically viable.
(e) Unless otherwise required by Applicable Laws and subject to the following sentence, Supplier shall be the Asset Purchase Agreementholder of all Government Approvals in the Territory. In the event that the Parties determine that it is desirable, for legal or administrative reasons, for Purchaser or its designee to hold any Government Approvals, Supplier will cooperate to permit Purchaser to hold such Government Approvals.
(f) Supplier shall keep Purchaser advised of any changes in Applicable Laws in the Territory, including material proposed changes thereto, of which Supplier becomes aware in the course of performing its duties hereunder that affect the Products.
(g) Purchaser shall permit Supplier or its designated representative to perform, upon reasonable prior notice and at Supplier's sole cost and expense, reasonable vendor audits or other audits required by Applicable Laws on the facilities, procedures and records which are relevant to such audits of Purchaser and, to the extent obtainable by Purchaser at no cost to Purchaser, on facilities, procedures and records which are relevant to such audits of other distributors or any other Operative Documents and all consents and approvals are in full force and effectPersons with responsibility for any aspect of selling the Products, other than such consents or approvals the failure of which on reasonable advance notice to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestPurchaser during normal business hours.
Appears in 1 contract
Samples: Investment and Master Strategic Relationship Agreement (Angeion Corp/Mn)
Government Approvals. (i) All Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule SCHEDULE 3.1(c) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of the Facility, (B) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest has no reason to believe will not be timely obtained, (DC) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (ED) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (FE) as required filing and recording to perfect any the Lien of the Lease Indenture Trustee or and the ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule SCHEDULE 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section SECTION 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule SCHEDULE 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all All consents and approvals required to be obtained from Persons other than Governmental Authorities in connection connections with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents have been obtained and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Government Approvals. (i) All As of the Closing Date, all Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest Xxxxxxx Holdings is or will be a party and the conduct of the business by Midwest Xxxxxxx Holdings are listed on Schedule 3.1(cSCHEDULE 3.3 (d) and have been duly obtained or made and are in full force and effect, in each case, other than (Ai) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof Closing Date or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of the Facility, (Bii) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on MidwestXxxxxxx Holdings, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest Xxxxxxx Holdings has no reason to believe will not be timely obtained, (Diii) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (Eiv) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest Xxxxxxx Holdings and (Fv) as required appropriate filing and recording to perfect any the Lien of the Lease Indenture Trustee or Holder Representative, and the ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture TrusteeHolder Representative. Except as noted in Part B of Schedule 3.1(cSCHEDULE 3.3 (d), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(cSECTION 3.3(d) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule 3.1(c), SCHEDULE 3.3 (d) threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Government Approvals. (i) All Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest EME is or will be a party and the conduct of the business by Midwest EME are listed on Schedule 3.1(cSCHEDULE 3.2(c) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of transactions contemplated by the Facility, Operative Documents and (B) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on MidwestEME, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest EME has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(cSCHEDULE 3.2(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(cSECTION 3.2(c) are final final, and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule 3.1(cSCHEDULE 3.2(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all All consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents have been obtained and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestEME.
Appears in 1 contract
Government Approvals. (ia) All Governmental The Company will, and will cause each of its Subsidiaries to, comply in all material respects with, all Government Approvals obtained by it and required in connection with for the execution and delivery of, or performance Development of the transactions contemplated byProject as shall now or hereafter be necessary under applicable Government Rules.
(b) The Company will not, this Agreementand will not permit any of its Subsidiaries to, take any legal or administrative action that seeks to amend, supplement or modify in any material adverse respect any Government Approval obtained by the Company or any of its Subsidiaries and required for the Development of the Project. To the extent the Company has the contractual or legal right to prevent such action, the Chapter 11 PlanCompany will not permit any other Person to take any legal or administrative action that seeks to amend, supplement or modify any Government Approval required for the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct Development of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may Project if such action could reasonably be required under existing Requirements of Law expected to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingEffect.
(c) If any Government Approval obtained by the Company or any of its Subsidiaries and required for the Development of the Project is materially Impaired, the Company will diligently and timely (i) make all filings, (ii) Midwest has obtained or caused pursue all remedies and appeals which the Company determines, in good faith, to be obtained all consents necessary or appropriate and approvals required (iii) take such other lawful action, in each case, as shall be necessary or, in the good faith opinion of the Company, desirable to (x) prevent such Impairment from becoming final and non-appealable or otherwise irrevocable, (y) postpone the effectiveness of such Impairment and (y) cause such Impairment to be revoked or amended or modified so as to eliminate the reasonable possibility of such Impairment. To the extent the Company has the contractual or legal right to do so, if any Government Approval obtained from Persons by any Person (other than Governmental Authorities in connection with the transactions contemplated by this AgreementCompany or any of its Subsidiaries) and required for the Development of the Project is materially Impaired, the Chapter 11 Plan, the Asset Purchase AgreementCompany will diligently and timely, and any will cause such Person diligently and timely to, (i) make all filings, (ii) pursue all remedies and appeals which the Company determines, in good faith, to be necessary or appropriate and (iii) take such other Operative Documents and all consents and approvals are lawful action, in full force and effecteach case, other than such consents or approvals the failure of which to obtainas shall be necessary or, would not, individually or in the aggregategood faith opinion of the Company, desirable to (x) prevent such Impairment from becoming final and non-appealable or otherwise irrevocable, (y) postpone the effectiveness of such Impairment and (y) cause such Impairment to be revoked or amended or modified so as to eliminate the reasonable possibility of such Impairment, unless in each case such Impairment could not reasonably be expected to result in a Material Adverse Effect on MidwestEffect.
Appears in 1 contract
Government Approvals. (ia) All Governmental Telecommunications Approvals required in connection with to be obtained by the execution and delivery of, Company or performance any of its Subsidiaries for the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and Iridium Business have been duly obtained or made and obtained, are validly issued, are in full force and effect, other than (A) as may are held in the name or extend to the benefit of the Company or one of its Subsidiaries and are free from any conditions or requirements that the Company could not Senior Secured Credit Agreement 49 44 reasonably be required under existing Requirements of Law expected to be obtained, given, accomplished satisfy on or renewed at any time after prior to the date of execution and delivery hereof or from time to time after such Telecommunications Approval is required for the Plan Effective Date in connection with Iridium Business.
(b) To the maintenance or operation best knowledge of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c)Company, all Governmental other Telecommunications Approvals that have been obtained pursuant to by any Person (other than the first sentence Company or any of this Section 3.1(cits Subsidiaries) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having Iridium Business have been made. No such Governmental Approval is the subject of any pending orduly obtained, except as indicated in Part C of Schedule 3.1(c)are validly issued, threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, are held in the name or extend to the benefit of such other Person and are free from any conditions or requirements that the Company could not reasonably expect such other Person to satisfy in the ordinary course of the Iridium Business.
(c) All Government Approvals (other than Telecommunications Approvals) required to be obtained by the Company or any of its Subsidiaries for the Iridium Business have been duly obtained, are validly issued, are in full force and effect, are held in the name or extend to the benefit of the Company or one of its Subsidiaries and are free from any conditions or requirements that the Company could not reasonably be expected to satisfy on or prior to the date such consents Government Approval is required for the Iridium Business.
(d) To the best knowledge of the Company, all other Government Approvals (other than Telecommunications Approvals) that have been obtained by any Person (other than the Company or approvals any of its Subsidiaries) for the failure Iridium Business have been duly obtained, are validly issued, are in full force and effect, are held in the name or extend to the benefit of the relevant Person and are free from any conditions or requirements that the Company could not reasonably expect such other Person to satisfy in the ordinary course of the Iridium Business.
(e) The Iridium Business, if operated in accordance with the requirements of the Principal Project Documents, will in all material respects conform to and comply with all applicable covenants, conditions, restrictions and reservations in all Government Approvals required for the Iridium Business and all Government Rules applicable thereto.
(f) Neither the Company nor any of its Subsidiaries is in violation of any Government Rule applicable to any of the Credit Parties in connection with the Iridium Business or any Government Approval required for the Iridium Business and obtained by any of the Credit Parties, the violation of which could reasonably be expected to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestEffect. To the best knowledge of the Company, no Person (other than the Credit Parties) is in violation of any Government Rule applicable to it in connection with the Iridium Business or any Government Approval required for the Iridium Business and obtained by such Person, the violation of which could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Iridium Facilities Corp)
Government Approvals. (ia) All Governmental The Company will, and will cause each of its Subsidiaries to, comply in all material respects with all Government Approvals obtained by it and required for the Iridium Business as shall now or hereafter be necessary under applicable Government Rules.
(b) The Company will not, and will not permit any of its Subsidiaries to, take any legal or administrative action that seeks to amend, supplement or modify in connection with any material adverse respect any Government Approval obtained by the execution Company or any of its Subsidiaries and delivery of, required for the Iridium Business. To the extent the Company has the contractual or performance of the transactions contemplated by, this Agreementlegal right to prevent such action, the Chapter 11 PlanCompany will not permit any other Person to take any legal or administrative action that seeks to amend, supplement or modify any Government Approval required for the Asset Purchase Agreement, and the other Operative Documents Iridium Business if such action could reasonably be expected to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingEffect.
(c) If any Government Approval obtained by the Company or any of its Subsidiaries and required for the Iridium Business is materially Impaired, the Company will diligently and timely (i) make all filings, (ii) Midwest has obtained or caused pursue all remedies and appeals which the Company Senior Secured Credit Agreement 61 56 determines, in good faith, to be obtained all consents necessary or appropriate and approvals required (iii) take such other lawful action, in each case, as shall be necessary or, in the good faith opinion of the Company, desirable to (x) prevent such Impairment from becoming final and non-appealable or otherwise irrevocable, (y) postpone the effectiveness of such Impairment and (y) cause such Impairment to be revoked or amended or modified so as to eliminate the reasonable possibility of such Impairment. To the extent the Company has the contractual or legal right to do so, if any Government Approval obtained from Persons by any Person (other than Governmental Authorities in connection with the transactions contemplated by this AgreementCompany or any of its Subsidiaries) and required for the Iridium Business is materially Impaired, the Chapter 11 Plan, the Asset Purchase AgreementCompany will diligently and timely, and any will cause such Person diligently and timely to, (i) make all filings, (ii) pursue all remedies and appeals which the Company determines, in good faith, to be necessary or appropriate and (iii) take such other Operative Documents and all consents and approvals are lawful action, in full force and effecteach case, other than such consents or approvals the failure of which to obtainas shall be necessary or, would not, individually or in the aggregategood faith opinion of the Company, desirable to (x) prevent such Impairment from becoming final and non-appealable or otherwise irrevocable, (y) postpone the effectiveness of such Impairment and (y) cause such Impairment to be revoked or amended or modified so as to eliminate the reasonable possibility of such Impairment, unless in each case such Impairment could not reasonably be expected to result in a Material Adverse Effect on MidwestEffect.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Iridium Facilities Corp)
Government Approvals. (a) Manufacturer shall use its Best Efforts to obtain the CE Marking for the sale of each Product at its sole cost and expense after Manufacturer has completed the validation of such Product required for human implant.
(c) Purchaser will upon submission or receipt (i) All send to Manufacturer a copy of any document submitted to or other correspondence regarding the Product with any Governmental Authority or Notified Body in the Territory; and (ii) provide Manufacturer with copies of all Government Approvals required within fifteen (15) days of receipt, with English translations to follow thereafter in the event the Government Approval is not in English. Purchaser will keep Manufacturer informed, in writing, of the status of its Government Approvals on a regular basis. Manufacturer will assist Purchaser in connection with such activities, to the execution extent reasonably requested by Purchaser and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents will provide Purchaser with such information as set forth in Section 5.1(d) required for Purchaser to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required submit in connection with any refinancing Government Approval. To the extent Purchaser requests Manufacturer to undertake or perform any analytical or other work in support of obtaining Government Approvals in the Lessor Notes or Territory, Manufacturer will use its Best Efforts to perform such work and Purchaser shall reimburse Manufacturer for such activities on an Expense Reimbursement Basis.
(d) After receipt of necessary Government Approvals and thereafter throughout the issuance term of Additional Lessor Notesthis Agreement, (E) as may be required Purchaser will use its Best Efforts to maintain such Government Approvals in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement effect at its own expense to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor it is commercially and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingeconomically viable.
(iie) Midwest has Unless otherwise required by Applicable Laws, and subject to Section 5.2(a) and the following sentence, Purchaser shall be the holder of all Government Approvals in the Territory. In the event that the Parties determine that it is desirable, for legal or administrative reasons, for Manufacturer or its designee to hold any Government Approvals, Purchaser will cooperate to permit Manufacturer to hold such Governmental Approvals.
(f) Purchaser shall use its Best Efforts to cooperate in the issuance or reissuance of any Governmental Approval obtained by Purchaser hereunder in the name of Manufacturer or caused Manufacturer's designee at no cost to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with Manufacturer upon the transactions contemplated by partial or complete termination of this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and including any other Operative Documents and all consents and approvals are loss of Purchaser's exclusivity at Manufacturer's request in full force and effect, other than such consents accordance with Section 7.5(b) or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest10.
Appears in 1 contract
Government Approvals. (ia) No material Government Approvals are required to be obtained by the Borrower for the Development except for those set forth on Schedules 3.05(a) and (b).
(b) All Governmental material Government Approvals required in connection with for the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed Development set forth on Schedule 3.1(c3.05(a) and have been duly obtained or made and obtained, were validly issued, are in full force and effect, other than and are not the subject of any pending rehearing or appeal and all applicable fixed time periods for rehearing or appeal have expired (Aexcept as noted on Schedule 3.05(c) or Government Approvals which do not have limits under any Governmental Rule on the amount of time within which a rehearing or an appeal must be taken), are held in the name of the Borrower and are free from conditions or requirements (i) the compliance with which could reasonably be expected to have a Material Adverse Effect or (ii) which the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect.
(c) All material Government Approvals not obtained as may of the date hereof but necessary for the Development (including the sale of Services) to be obtained by the Borrower are set forth on Schedule 3.05(b).
(d) The Borrower reasonably believes that any material Government Approvals set forth on Schedule 3.05(b) which have not been obtained by the Borrower, but which shall be required under existing Requirements of Law to be obtainedobtained in the future by the Borrower for the Development, given, accomplished shall be obtained in due course on or renewed at any time after prior to the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation commencement of the Facility, (B) where failure to obtain appropriate stage of Development for which such Governmental Government Approval would be required and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect or which the Borrower does not expect to satisfy on Midwest, (C) where such Governmental Approval is not normally applied for in advance or prior to the commencement of the time required and which Midwest has no reason to believe will not be timely obtainedappropriate stage of Development, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement except to the extent arrangements that a failure to so satisfy such condition or requirement could not reasonably be expected to have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedinga Material Adverse Effect.
(iie) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities The Project, if constructed in connection accordance with the transactions Construction Budget and Schedule and otherwise Developed as contemplated by this Agreementthe Material Project Documents, shall conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents applicable Government Approvals and all consents applicable Government Rules as in effect as of the Closing Date.
(f) The Borrower is in compliance in all material respects with all material Government Rules and approvals are in full force Government Approvals applicable to the Borrower and effectthe Development.
(g) To the Borrower’s Knowledge, other than such consents there is no action, suit, or approvals the failure of which proceeding pending that would reasonably be expected to obtain, would not, individually or result in the aggregatematerially adverse modification, result in a Material Adverse Effect rescission, termination, or suspension of any Government Approval set forth on MidwestSchedule 3.05(a).
Appears in 1 contract
Government Approvals. All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall not add equipment that alters the size or quantity of its equipment, without first submitting to LESSOR a written proposal regarding the proposed configuration and obtaining the written consent of LESSOR, which shall not be unreasonably withheld, conditioned or delayed. LESSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its maintaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that (i) All any of such applications for such Governmental Approvals required in connection with the execution and delivery ofshould be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or performance is otherwise withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental Approvals may not be obtained in a timely manner; (iv) LESSEE determines that any soil boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically compatible for LESSEE's use, or (vi) LESSEE, in its sole discretion, determines that the use of the transactions contemplated byPremises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is Agreement shall be of no further force or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement effect except to the extent arrangements of the representations, warranties and indemnities made by LESSEE to LESSOR hereunder. Otherwise, LESSEE shall have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period no further obligations for the filing payment of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingrent to LESSOR.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Samples: Site Lease Agreement
Government Approvals. (i) All Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule SCHEDULE 3.1(c) and have been duly obtained or made and are in full force and effect, in each case, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of the Facility, (B) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest has no reason to believe will not be timely obtained, (DC) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (ED) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (FE) as required filing and recording to perfect any the Lien of the Lease Indenture Trustee or and the ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule SCHEDULE 3.1(c), all Governmental Govern- mental Approvals that have been obtained pursuant to the first sentence of this Section SECTION 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule SCHEDULE 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all All consents and approvals required to be obtained from Persons other than Governmental Authorities in connection connections with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents have been obtained and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Government Approvals. (a) Subject to the terms and conditions set forth in this Agreement, each of Parent and the Company shall use their reasonable best efforts (and shall cause their respective Subsidiaries to use their reasonable best efforts) to take all actions, and to do or cause to be done, and to assist and cooperate with each other in doing, all things reasonably necessary, proper or advisable under this Agreement and applicable Law to consummate and make effective the Merger and the other Transactions, including (i) All the obtaining of all necessary actions or nonactions, waivers, consents, clearances, approvals, and expirations or terminations of waiting periods from Governmental Approvals Bodies and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval, clearance or waiver from, or to avoid an action or proceeding by, any Governmental Body, (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other Transactions contemplated by this Agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions.
(b) Subject to the terms and conditions herein provided and without limiting the foregoing, the parties shall (i) make appropriate filings under the HSR Act within five (5) Business Days of the date hereof (provided, that if the applicable rules governing the form and information required in such filings under the HSR Act have materially changed and are in effect at the time such an HSR filing would have to be made, the filings under the HSR Act shall be made as promptly as reasonably practical, but in no event more than ten (10) Business Days after the date hereof) and file as soon as reasonably practicable any other required filings and/or notifications under other applicable Antitrust Laws or FDI Laws, in each case, identified in Section 3.4 of the Company Disclosure Schedule and Section 4.4 of the Parent Disclosure Schedule, with respect to the Merger and the other Transactions, and use their reasonable best efforts to cause the expiration or termination of any applicable waiting periods under any Antitrust Law or FDI Law, (ii) use their reasonable best efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any third parties or other Governmental Bodies in connection with the execution and delivery ofof this Agreement and the consummation of the Transactions, and (y) promptly making and prosecuting all such filings and timely obtaining all such consents, permits, authorizations or approvals, (iii) use their reasonable best efforts to make an appropriate response as promptly as practicable to any request for additional information or documents by a Governmental Body pursuant to any Antitrust Law or FDI Law, and (iv) use their reasonable best efforts to take, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law cause to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c)taken, all Governmental Approvals that have been obtained pursuant other actions and do, or cause to the first sentence of this Section 3.1(c) are final and any period be done, all other things necessary, proper or advisable under all Antitrust Laws or FDI Laws in order for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused Parties to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with consummate the transactions contemplated by this Agreement, the Chapter 11 Planincluding, without limitation, taking all such further action as may be necessary or advisable to resolve such objections, if any, as any Antitrust Authority or FDI Authority may assert under any Antitrust Law or FDI Law (other than with respect to any Proceeding by any stockholder related to this Agreement, the Asset Purchase Merger or the other transactions contemplated by this Agreement) with respect to the Transactions, and to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Termination Date). Filing fees payable under the HSR Act and any other Operative Documents applicable Antitrust Laws or FDI Laws in connection with the Transactions shall be split equally between the Parent and the Company and paid on the date the initial filings are made under the HSR Act and, in all consents other cases, at the earliest permissible point in time consistent with ordinary course practice.
(c) The Parent shall, after reasonable consultation with the Company and approvals are in full force good faith consideration of the Company’s views, be entitled to direct the defense of this Agreement and effectthe Transactions before any Governmental Body and to control the scheduling of, and strategic planning for, any meetings with, and the conducting of negotiations with, Governmental Bodies regarding (i) the expiration or termination of any applicable waiting period relating to the Merger under the HSR Act and/or (ii) obtaining any consent, approval, waiver, clearance, authorization or permission from a Governmental Body; provided, however, that the Parent shall afford the Company a reasonable opportunity to participate therein. Neither the Company nor the Parent shall permit any of its officers or other than Representatives to participate in any substantive meeting, telephone call or conference with any Governmental Body in respect of any filing, investigation or otherwise relating to the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such consents Governmental Body, gives the other Party the opportunity to attend and participate therein. Each of the Parties shall use reasonable best efforts to furnish to each other all information required for any filing, and to give the other Party reasonable prior notice of any such filing and, to the extent practicable, keep the other Party reasonably informed with respect to the status of each Consent sought from a Governmental Body in connection with the Transactions and the material communications between such Party and such Governmental Body, and, to the extent practicable, permit the other Party to review and discuss in advance, and consider in good faith the views of the other in connection with any such filing or approvals communication. Each of the failure Parties shall promptly furnish the other with copies (or, in the case of oral communications, advise the other party orally of) of all notices and material communications received by any of them or their Representatives, on one hand, from any Governmental Body or its respective staff, on the other hand, with respect to the Transactions in order for such other Party to meaningfully consult and participate in accordance with this Section 5.5, provided, that materials furnished pursuant to this Section 5.5 may be redacted as necessary (i) to remove references concerning the valuation of the businesses of the Company or the Parent, (ii) remove or exclude information deemed to be sensitive from an antitrust or foreign investment perspective, in which case such information, to obtainthe extent permissible, would shall be provided to outside counsel only; and (iii) to address reasonable attorney-client or other privilege or confidentiality concerns, in which case copies shall be provided to outside counsel only. Subject to applicable Law, each of the Company and the Parent shall not agree to any actions, restrictions or conditions with respect to obtaining any Consent in connection with the Transactions, and neither Party shall directly or indirectly agree to extend any applicable waiting period (including under the HSR Act) or enter into any agreement with a Governmental Body related to this Agreement or the Transactions, in each case, without the prior written consent of the other Party. In exercising the foregoing rights, each of the Company and the Parent shall act reasonably and as promptly as reasonably practicable.
(d) Notwithstanding the foregoing, nothing in this Section 5.5 shall require the Parent or any of its Affiliates to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or to take any other action that, in the reasonable judgment of the Parent, could be expected to limit the right of the Parent to own or operate all or any portion of the businesses or assets of the Parent or, from and after the Closing, the Company Group; provided, however, that the Parent shall not, individually and shall direct its Affiliates to not, engage, pursue, complete, consummate or participate in any other transaction, or take any other action related thereto, that could cause, or reasonably be expected to cause, a Governmental Body to not provide required approvals, clearances or waivers pursuant to any Antitrust Law (including under the aggregate, result in a Material Adverse Effect on MidwestHSR Act) and any FDI Law.
Appears in 1 contract
Government Approvals. All Government Approvals shall be in effect, and all conditions or requirements prescribed by law or by any Government Approval shall have been satisfied; provided, however, that no Government Approval shall be deemed to have been received if it, or any other action taken after the date of this Agreement, or any statute, rule, regulation, order or decree enacted, entered, enforced or deemed applicable to the Merger, the Bank Merger or other related agreements by any federal or state governmental entity arising after the date of this Agreement, shall impose any condition or requirement that Westamerica, in its reasonable and good faith judgment, deems to be materially burdensome (iin which case Westamerica shall promptly notify Redwood Empire); provided that Westamerica shall be required to use commercially reasonable efforts to remove such materially burdensome condition. For purposes of this Agreement, no condition shall be deemed to be "materially burdensome" if such condition does not materially differ from conditions generally imposed by the FRB or the DFI in orders approving transactions of the type contemplated by this Agreement and it does not (A) All Governmental Approvals required in connection require the divestiture or cessation of any of the present businesses or operations conducted by Westamerica or Redwood Empire, (B) require the taking of any action inconsistent with the execution and delivery ofmanner in which Westamerica or Redwood Empire has conducted its business previously, (C) have or performance is not reasonably likely to have a material adverse effect on Westamerica or Redwood Empire, (D) preclude satisfaction of any of the conditions to consummation of the transactions contemplated by, by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is Agreement or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of prevent Westamerica or WAB from realizing any transfer substantial portion of the Beneficial Interest or any transfer economic benefits of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement; provided, the Chapter 11 Plana requirement to divest deposits of either NBR or WAB in Lake County, the Asset Purchase AgreementCalifornia (a "Lake County Divestiture"), and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or shall result in the aggregate, result adjustment of the Merger Consideration as provided in a Material Adverse Effect on MidwestSection 2.1(c) and shall not be deemed "materially burdensome" for purposes of this section.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Westamerica Bancorporation)
Government Approvals. Notwithstanding anything to the contrary contained in any Transaction Document, any foreclosure on or sale or other transfer or disposition of any of the Collateral pursuant to the Spectrum Realization Procedures or otherwise, including by way of a sale, transfer, or disposition of Equity Interests in the License Holders or the Issuers, or other exercise of remedies in respect of the Collateral (ia “Disposition”) All Governmental Approvals required that results in connection changing the de jure or de facto control of the Directly-Held Licenses or de facto control of the Third-Party Leased Licenses from the License Holders to any other Person shall be conducted in accordance with the execution Communications Laws and, if and delivery ofto the extent required thereby, or performance subject to the prior approval of the transactions contemplated byFCC or any other applicable Governmental Authority. Any Disposition that results in the transfer of any rights to use the spectrum encompassed by any Third-Party Lease Agreement shall require the consent of the Third-Party Lease Counterparty thereunder to the extent required therein, this Agreementafter giving effect to the Third-Party Lease Consent/Assignments. Each Securitization Entity agrees to take any lawful action that may be necessary or desirable which the Back-Up Manager or the Trustee may reasonably request in order to obtain and enjoy the full rights and benefits granted to the Secured Parties by the Transaction Documents, including specifically, after the occurrence and during the continuance of an Event of Default or after the occurrence of a Lessee Payment Default Rapid Am Event, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents use of such Securitization Entity’s best efforts to which Midwest is or will be a party and the conduct assist in obtaining any approval of the business by Midwest are listed on Schedule 3.1(c) FCC and have been duly obtained or made and are in full force and effect, any other than (A) as may be Governmental Authority that is then required under existing the Communications Laws or under any other applicable Requirements of Law and any required consents under the Third-Party Lease Agreements after giving effect to be obtainedthe Third-Party Lease Consent/Assignments for any action or transaction contemplated by any Transaction Document, given, accomplished including the sale or renewed at any time after the date other transfer or disposition of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed Collateral pursuant to this Agreement the Spectrum Realization Procedures or otherwise following the occurrence and during the continuance of an Event of Default. Such efforts shall include, to the extent arrangements have been made satisfactory permitted by the Communications Laws, sharing with the Back-Up Manager and the Trustee any FCC registration numbers, account numbers and passwords for the FCC’s electronic filing system, and preparing, certifying and filing (or causing to be prepared, certified and filed) with the Owner ParticipantFCC or any other applicable Governmental Authority any portion of any application or applications for approval of the assignment or other transfer of control of the Licenses, the Owner Lessor and the Third-Party Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and Agreements or any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained all consents and approvals Securitization Entity required to be obtained from Persons filed under Communications Laws for approval of any sale or other than Governmental Authorities in connection with transfer or disposition of any part of the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on MidwestCollateral.
Appears in 1 contract
Samples: Base Indenture (SPRINT Corp)
Government Approvals. 6.1. Buyer's obligation to purchase the Property from Seller is contingent upon obtaining the final issuance of: (i) All Governmental Approvals all zoning and other governmental approvals from applicable governmental authorities having jurisdiction over the Property, to permit the construction, completion and operation of the Project; (ii) final site plan approval, for which all appeal periods have expired with no appeal having been filed, for the Project from the applicable governmental and regulatory authority(ies); (iii) concurrency and utility approvals; (iv) storm water drainage permit issued by the relevant drainage district; (v) building permits issued by the relevant municipality or county; and (v) any other governmental and regulatory approvals and/or permits required in connection with the execution construction of the Project (collectively the "Government Approvals"). Buyer shall direct the process of obtaining the Government Approvals and delivery ofSeller agrees to cooperate with Buyer in performing its due diligence with respect to the Property and in seeking any and all Government Approvals regarding the Property as Buyer may request, and Seller shall promptly cooperate with Buyer in all applications for Government Approvals and other permits or approvals, the granting of or entry into which, by any governmental or quasi-governmental authority having jurisdiction over the Property, is, in Buyer's reasonable opinion, necessary to permit the development, construction, use or occupancy of the Project. Buyer shall pay all reasonable and documented costs incurred by Buyer, in obtaining the Government Approvals necessary to proceed to Closing.
6.2. Final issuance of the Government Approvals shall be deemed to occur only when all of the Government Approvals have been issued or granted by the applicable governmental and quasi-governmental boards and agencies, all appeal periods have expired and any appeals filed have been finally and favorably determined. If this condition precedent is not satisfied on or before the Closing Date then Buyer shall be entitled to extend the Closing Date, for up to three (3) periods of up to thirty (30) days each, in which to obtain the Government Approvals, or performance in the alternative, Buyer may terminate this Agreement and upon such termination by Buyer, the parties shall be relieved of the transactions contemplated by, all further liability under this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to except for those obligations which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(c) and have been duly obtained or made and are in full force and effect, other than (A) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation of the Facility, (B) where failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is not normally applied for in advance of the time required and which Midwest has no reason to believe will not be timely obtained, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence expressly survive termination of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedingAgreement.
(ii) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Government Approvals. (ia) No material Government Approvals are required to be obtained by the Borrower for the Development except for those set forth on Schedules 3.05(a) and (b).
(b) All Governmental material Government Approvals required in connection with for the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed Development set forth on Schedule 3.1(c3.05
(a) and have been duly obtained or made and obtained, were validly issued, are in full force and effect, other than and are not the subject of any pending rehearing or appeal and all applicable fixed time periods for rehearing or appeal have expired (Aexcept as noted on Schedule 3.05(c) or Government Approvals which do not have limits under any Governmental Rule on the amount of time within which a rehearing or an appeal must be taken), are held in the name of the Borrower and are free from conditions or requirements (i) the compliance with which could reasonably be expected to have a Material Adverse Effect or (ii) which the Borrower does not expect to be able to satisfy on or prior to the commencement of the relevant stage of Development except to the extent that a failure to so satisfy such condition or requirement could not reasonably be expected to have a Material Adverse Effect.
(c) All material Government Approvals not obtained as may of the date hereof but necessary for the Development (including the sale of Services) to be obtained by the Borrower are set forth on Schedule 3.05(b).
(d) The Borrower reasonably believes that any material Government Approvals set forth on Schedule 3.05(b) which have not been obtained by the Borrower, but which shall be required under existing Requirements of Law to be obtainedobtained in the future by the Borrower for the Development, given, accomplished shall be obtained in due course on or renewed at any time after prior to the date of execution and delivery hereof or from time to time after the Plan Effective Date in connection with the maintenance or operation commencement of the Facility, (B) where failure to obtain appropriate stage of Development for which such Governmental Government Approval would be required and shall not contain any condition or requirements, the compliance with which could reasonably be expected to result in a Material Adverse Effect or which the Borrower does not expect to satisfy on Midwest, (C) where such Governmental Approval is not normally applied for in advance or prior to the commencement of the time required and which Midwest has no reason to believe will not be timely obtainedappropriate stage of Development, (D) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (E) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (F) as required to perfect any Lien of the Lease Indenture Trustee or ownership and leasehold interests conveyed pursuant to this Agreement except to the extent arrangements that a failure to so satisfy such condition or requirement could not reasonably be expected to have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture Trustee. Except as noted in Part B of Schedule 3.1(c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part C of Schedule 3.1(c), threatened judicial or administrative proceedinga Material Adverse Effect.
(iie) Midwest has obtained or caused to be obtained all consents and approvals required to be obtained from Persons other than Governmental Authorities The Project, if constructed in connection accordance with the transactions Construction Budget and Schedule and otherwise Developed as contemplated by this Agreementthe Material Project Documents, shall conform to and comply in all material respects with all material covenants, conditions, restrictions and reservations in the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents applicable Government Approvals and all consents applicable Government Rules as in effect as of the Closing Date.
(f) The Borrower is in compliance in all material respects with all material Government Rules and approvals are in full force Government Approvals applicable to the Borrower and effectthe Development.
(g) To the Borrower’s Knowledge, other than such consents there is no action, suit, or approvals the failure of which proceeding pending that would reasonably be expected to obtain, would not, individually or result in the aggregatematerially adverse modification, result in a Material Adverse Effect rescission, termination, or suspension of any Government Approval set forth on MidwestSchedule 3.05(a).
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Samples: Credit Agreement
Government Approvals. (i) All As of the Closing Date, all Governmental Approvals required in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, Agreement and the other Operative Documents to which Midwest is or will be a party and the conduct of the business by Midwest are listed on Schedule 3.1(cSCHEDULE 3.1 (c) and have been duly obtained or made and are in full force and effect, in each case, other than (Aa) as may be required under existing Requirements of Law to be obtained, given, accomplished or renewed at any time after the date of execution and delivery hereof Closing Date or from time to time after the Plan Effective Closing Date in connection with the maintenance or operation of the Facility, (Bb) where which are routine in nature and which cannot be obtained and such failure to obtain such Governmental Approval would not result in a Material Adverse Effect on Midwest, (C) where such Governmental Approval is or are not normally applied for in advance of for, prior to the time required they are required, and which Midwest has no reason to believe will not be timely obtained, (Dc) as may be required in connection with any refinancing of the Lessor Notes or the issuance of Additional Lessor Notes, (Ed) as may be required in consequence of any transfer of the Beneficial Interest or any transfer of ownership of the Undivided Interest or the Trust Estate by the Owner Lessor or any relinquishment of the use or operation of the Undivided Interest by Midwest and (Fe) as required filing and recording to perfect any the Lien of the Lease Indenture Trustee or Holder Representative, and the ownership and leasehold interests conveyed pursuant to this Agreement to the extent arrangements have been made satisfactory to the Owner Participant, the Owner Lessor and the Lease Indenture TrusteeHolder Representative. Except as noted in Part B of Schedule 3.1(cSCHEDULE 3.1 (c), all Governmental Approvals that have been obtained pursuant to the first sentence of this Section SECTION 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or, except as indicated in Part PART C of Schedule 3.1(cSCHEDULE 3.1 (c), threatened judicial or administrative proceeding.
(ii) Midwest has obtained or caused to be obtained As of the Closing Date, all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection connections with the transactions contemplated by this Agreement, the Chapter 11 Plan, the Asset Purchase Agreement, and any other Operative Documents and all consents the ASA have been obtained and approvals are in full force and effect, other than such consents or approvals the failure of which to obtain, would not, individually or in the aggregate, result in a Material Adverse Effect on Midwest.
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