Governmental and Other Authorisations Sample Clauses

Governmental and Other Authorisations. The Borrower has obtained, and provided to the Agent, certified copies of all Authorisations listed in Schedule 14 (Communication Licences) together with: (a) in the case of paragraphs (i), (iii) and (iv) below, all other Authorisations; and (b) in the case of paragraph (ii) below, all other material Authorisations, in each case, not listed in those Clauses that may become necessary for: (i) each Loan; (ii) the business of the Borrower as it is presently carried on and is contemplated to be carried out; (iii) the due execution, delivery, validity and enforceability of, and performance by an Obligor of its obligations under this Agreement and each other Transaction Document to which it is a party, and any other documents necessary or desirable to the implementation of any of those agreements or documents; and (iv) the remittance to any Finance Party (or its assigns) of all monies payable or owing to such Finance Party (or its assigns) under any Finance Document in the currencies specified in such Finance Document, and all those Authorisations are in full force and effect.
Sample 1See All (4)
AutoNDA by SimpleDocs
Governmental and Other Authorisations. EBRD shall have received certified copies of all Authorisations, including creditors’ consents, necessary for the execution, delivery and performance of the Financing Agreements by the Borrower and, at the request of EBRD, any other parties thereto and for the transactions contemplated thereby, including: (1) the borrowing by the Borrower under this Agreement; (2) the carrying out of the Project and the Financing Plan; (3) the remittance to EBRD of all monies payable in respect of the Financing Agreements; and (4) the carrying on of the Project as it is presently carried on and is contemplated to be carried on; other than any Authorisation of a routine or minor nature which is not necessary for the implementation of the Project at the time of the proposed Disbursement or which may only be obtained as the Project progresses or after construction is completed and in each case which is customarily granted in due course after timely application, and in respect of which the Borrower is not aware of any reason for it being unable to obtain in due course such Authorisation.
Sample 1Sample 2
Governmental and Other Authorisations. EBRD shall have received certified copies of all Authorisations, including creditors' consents, necessary for the execution, delivery and performance of the Financing Agreements (other than the Existing Loan Agreements) and the Delegation Contract by the Borrower and the City and, at the request of EBRD, any other parties thereto and for the transactions contemplated thereby, including: (1) the borrowing by the Borrower under this Agreement; (2) the carrying out of the Project and the Financing Plan; (3) the remittance to EBRD of all monies payable in respect of the Financing Agreements; (4) the carrying on of the business of the Borrower as it is presently carried on and is contemplated to be carried on; (5) the approval of the Project Support Deed by the Oradea City Council; (6) the ratification by the general meeting of shareholders of the Borrower of the MELF Loan Amendment and Restatement Agreement and the Water System Extension Loan Amendment and Restatement Agreement; (7) evidence that ANRSC has endorsed the rules and formulas regulating the setting up, adjustments and changes of the tariffs contemplated under Article 36 (Prices, tariffs and other revenue sources) of the Delegation Contract and Section 5.12 (Tariff Adjustments) of this Agreement (including the tariff strategy contemplated in Schedule 4 (Tariff Strategy) hereto); (8) evidence that the tariff strategy contemplated in Schedule 4 (Tariff Strategy) hereto has been approved by XXX and has been included in the Delegation Contract; and (9) the notification of this Agreement to the National Bank of Romania pursuant to Regulation No. 31/2011 issued by the National Bank of Romania, other than any Authorisation of a routine or minor nature which is not necessary for the implementation of the Project at the time of the proposed Disbursement or which may only be obtained as the Project progresses or after construction is completed and in each case which is customarily granted in due course after timely application, and in respect of which the Borrower is not aware of any reason for it being unable to obtain in due course such Authorisation.
Sample 1
Governmental and Other Authorisations. EBRD shall have received originals or certified copies of all Authorisations, including creditors' consents, necessary for the execution, delivery and performance of the Financing Agreements by the Borrower and the Subsidiary Guarantors and for the transactions contemplated thereby, including: (1) the borrowing by the Borrower under this Agreement; (2) obligations of the Subsidiary Guarantors under the Subsidiary Guarantees; (3) the creation of the Security; and (4) the remittance to EBRD of all monies payable in respect of the Financing Agreements, other than any Authorisation of a routine or minor nature which is not necessary at the time of the proposed Disbursement or which may only be obtained as the Project progresses and in each case which is customarily granted in due course after timely application, and in respect of which the Borrower or the relevant Subsidiary Guarantor is not aware of any reason for it being unable to obtain in due course such Authorisation.
Sample 1
Governmental and Other Authorisations. The Borrower has obtained, and provided to the COFACE Agent, certified copies of all Authorisations listed in Schedule 15 (Communication Licences) together with: (a) in the case of paragraphs (i), (iii) and (iv) below, all other Authorisations; and (b) in the case of paragraph (ii) below, all other material Authorisations, in each case, not listed in those clauses that may become necessary for:
Sample 1
Governmental and Other Authorisations. The Bank shall have received certified copies of all Authorisations, including creditors’ consents, necessary for the execution, delivery and performance of the Financing Agreements by the Borrower, each Guarantor, the Shareholders, and, at the request of the Bank, any other parties thereto and for the transactions contemplated thereby, including: (1) the borrowing by the Borrower under this Agreement; (2) the creation of the Security; (3) the remittance to the Bank of all monies payable in respect of the Financing Agreements; and (4) the carrying on of the business of the Borrower as it is presently carried on and is contemplated to be carried on; other than any Authorisation of a routine or minor nature which is not necessary at the time of the proposed Disbursement and which is customarily granted in due course after timely application, and in respect of which the Borrower is not aware of any reason for it being unable to obtain in due course such Authorisation.
Sample 1
Governmental and Other Authorisations. The Borrower has obtained, and provided to the COFACE Agent, certified copies of all Authorisations that may become necessary for: (a) the due execution, delivery, validity and enforceability of, and performance by an Obligor of its obligations under this Deed and each other Restructuring Document to which it is a party, and any other documents necessary or desirable to the implementation of any of those agreements or documents; and (b) the remittance to any Finance Party of all monies payable or owing to such Finance Party under any Restructuring Document in the currencies specified in such Finance Document, and in each case, all those Authorisations are in full force and effect.
Sample 1
AutoNDA by SimpleDocs
Governmental and Other Authorisations. EBRD shall have received certified copies of all Authorisations, including creditors' consents, necessary for the execution, delivery and performance of the Financing Agreements (other than the MELF Loan Agreement) and the Delegation Contract by the Borrower, the City and the County and, at the request of EBRD, any other parties thereto and for the transactions contemplated thereby, including: (1) the borrowing by the Borrower under this Agreement; (2) the carrying out of the Project and the Financing Plan; (3) the remittance to EBRD of all monies payable in respect of the Financing Agreements; (4) the carrying on of the business of the Borrower as it is presently carried on and is contemplated to be carried on; (5) approval of the Project Support Deed by the Targu Mures City Council; (6) approval of the Project Support Deed by the Mures County Council; (7) ING’s consent to the opening of the Debt Service Reserve Account; (8) the notification of this Agreement with the National Bank of Romania pursuant to Norm No. 17/2002, as amended, issued by the National Bank of Romania; other than any Authorisation of a routine or minor nature which is not necessary for the implementation of the Project at the time of the proposed Disbursement or which may only be obtained as the Project progresses or after construction is completed and in each case which is customarily granted in due course after timely application, and in respect of which the Borrower is not aware of any reason for it being unable to obtain in due course such Authorisation.
Sample 1
Governmental and Other Authorisations. EBRD must have received certified copies of all Authorisations, including creditors' consents, necessary for the execution, delivery and performance of this LA Amendment Deed by the Borrower and the City, as the case may be, and, at the request of EBRD, any other parties thereto, and for the transactions contemplated thereby.
Sample 1

Related to Governmental and Other Authorisations

  • Governmental and Other Approvals Apply for, obtain and/or maintain in effect, as applicable, all authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations (whether with any court, governmental agency, regulatory authority, securities exchange or otherwise) which are necessary or reasonably requested by Agent in connection with the execution, delivery and performance by any Credit Party of, as applicable, this Agreement, the other Loan Documents, the Subordinated Debt Documents, or any other documents or instruments to be executed and/or delivered by any Credit Party, as applicable in connection therewith or herewith, except where the failure to so apply for, obtain or maintain could not reasonably be expected to have a Material Adverse Effect.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • Regulatory and Other Authorizations; Consents (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement. (b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals. (c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters. (d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller. (e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.

  • Regulatory and Other Approvals (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

  • Authorisations Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) supply certified copies to the Agent of, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

  • Regulatory and Other Authorizations; Notices and Consents (a) Subject to clause (c) of this Section 6.5, each of the parties shall use all reasonable efforts to (i) obtain all permits, authorizations, consents, orders and approvals of all Government Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, including those consents set forth in the Company Disclosure Schedule; (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iii) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals, giving such notice and making such filings. (b) Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Buyer shall have no obligations to divest any of its businesses or assets or to engage in litigation in order to secure approval under the HSR Act. (c) Each party hereto shall be responsible for the payment of its expenses, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Governmental Authority. Buyer shall pay all filing fees required under the HSR Act. (d) Each of Buyer and the Merger Sub, on the one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite permits, authorizations, consents, orders and approvals for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, any Governmental Authority and (iii) permit the other party to review any communications given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority; provided that nothing will prevent a party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefor.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Compliance with Laws and Other Instruments The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

  • Compliance with Laws and Other Requirements (A) Tenant shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and directives of any governmental authority having jurisdiction including, without limitation, any certificate of occupancy and any law, ordinance, regulation, covenant, condition or restriction affecting the Building or the Premises which in the future may become applicable to the Premises (collectively "Applicable Laws"). (B) Tenant shall not use the Premises, or permit the Premises to be used, in any manner which: (a) violates any Applicable Law; (b) causes or is reasonably likely to cause damage to the Building or the Premises; (c) violates a requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or increases the cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Building or its equipment, facilities or systems; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone or other communication signals by antennae or other facilities located in the Building; or (f) violates the Rules and Regulations described in Article XIX.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!