Governmental Authority and Other Inquiries Sample Clauses

Governmental Authority and Other Inquiries. After Buyer has deposited the Initial Deposit into Escrow and prior to the Closing Date or earlier termination of this Agreement, Buyer and Buyer's Representatives shall have the right, as part of Buyer's due diligence investigation, to contact governmental authorities or quasi-governmental authorities to request documents and records, including without limitation current and historical real estate tax assessment information, zoning/building code file review letter, and police and fire reports/incident history (collectively, “Document Requests”) (but not to have direct discussions relating specifically to the Property) and to make the inquiries and have the meetings set forth in clauses (a)-(c) of this Section 4.1.4 (each, an “Inquiry”), subject, in each case, to the other provisions of this Agreement. Before any Inquiry by Buyer or any of Buyer's Representatives with any governmental authority, Buyer shall provide Seller not less than twenty-four (24) hours prior written notice (which may be by email) and Seller shall have the right (but not the obligation) to be present and otherwise participate in all such inquiries, contacts, interviews and meetings. Notwithstanding the foregoing, Buyer shall not (a) contact any consultant or other professional engaged by Seller or its representative that has been specifically identified in writing to Buyer as “prohibited from contact” without Seller's express written consent (which shall not be unreasonably withheld), (b) contact any Governmental Entity having jurisdiction over the Property without Seller’s express written consent (which shall not be unreasonably withheld) other than Document Requests, or (c) contact any member or partner of Seller, any lender or servicer with respect to any Seller's loan, or any tenant, in each case without the prior written approval of Seller which may be given or withheld in Seller’s sole discretion. Consents under this Section may be given in writing or by e-mail (without requirement for secondary form of delivery) to Xxxxx Xxxxxxx (Telephone: 000-000-0000; E-mail: xxxxxxx@xxxxxx.xxx).
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Governmental Authority and Other Inquiries. Prior to the Due Diligence Deadline, NetREIT and NetREIT's authorized agents, consultants and contractors shall have the right, as part of NetREIT's due diligence investigation, to contact governmental authorities about various aspects of the Property. NetREIT shall provide LGI De by prior written notice (or prior verbal notice as provided in Section 4.1.2 above) not less than five (5) Business Days before any such inquiry, contact, interview and meeting by NetREIT and NetREIT's authorized agents, consultants and contractors with any governmental authority, and LGI De shall have the right to be present and otherwise participate in all such inquiries, contacts, interviews and meetings, provided, however, that LGI De's consent shall not be required prior to NetREIT's request for routine zoning or UCC-1 financing reports prepared by third parties in the ordinary course of NetREIT's due diligence (e.g., Planning, Zoning and Resources Corporation reports). NetREIT shall have until the Due Diligence Deadline to approve the results of any inquiries of governmental authorities which NetREIT desires to make by delivering an Approval Notice to LGI De. 4.1.6
Sample 1
Governmental Authority and Other Inquiries. Prior to the Due Diligence Deadline, Buyer and Buyer's authorized agents, consultants and contractors shall have the right, as part of Buyer's due diligence investigation, to contact governmental authorities about various aspects of the Property. Buyer shall provide Seller by prior written notice (or prior verbal notice as provided in Section 4.1.2 above) not less than two (2) Business Days before any such inquiry, contact, interview and meeting by Buyer and Buyer's authorized agents, consultants and contractors with any governmental authority, and Seller shall have the right to be present and otherwise participate in all such inquiries, contacts, interviews and meetings, provided, however, that Seller's consent shall not be required prior to Buyer's request for routine zoning or UCC-1 financing reports prepared by third parties in the ordinary course of Buyer's due diligence (e.g., Planning, Zoning and Resources Corporation reports). Buyer shall have until the Due Diligence Deadline to approve the results of any inquiries of governmental authorities which Buyer desires to make by delivering an Approval Notice to Seller.
Sample 1
Governmental Authority and Other Inquiries. From and after the execution and delivery of this Agreement, Purchaser and Purchaser’s authorized agents, consultants and contractors shall have the right, as part of Purchaser’s due diligence investigation, to contact the City of Goleta, the County of Santa Xxxxxxx and other governmental authorities about various aspects of the Property, subject to the provisions of this Agreement. Purchaser shall provide Seller with not less than two (2) Business Days prior written notice of any such inquiry, contact, interview and meeting by Purchaser and Purchaser’s authorized agents, consultants and contractors with any governmental authority. Unless Seller expressly agrees otherwise, a representative of Seller must be present and otherwise participate in all such inquiries, contacts, interviews and meetings; provided, however, such requirement that a representative of Seller be present and participate shall not apply to meetings with any governmental authority for the purpose of routine records review and investigation. Purchaser shall have until the Due Diligence Deadline to approve in Purchaser’s sole and absolute discretion the results of any inquiries which Purchaser desires to make of any governmental authorities by delivering the Approval Notice to Seller. Purchaser’s failure to deliver the Approval Notice to Seller prior to the Due Diligence Deadline shall be deemed to be Purchaser’s election to terminate this Agreement, and a failure of this Purchaser Initial Due Diligence Condition set forth in this Section 3.5, in which case this Agreement shall terminate pursuant to Section 3.8.1 below.
Sample 1

Related to Governmental Authority and Other Inquiries

  • Governmental and Other Approvals; No Conflicts The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their Subsidiaries.

  • 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 the 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.

  • Regulatory and Other Authorizations Each party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of any Governmental Authority that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals.

  • 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 Approvals Seller will (a) proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or any other Person required of Seller, including without limitation any consents required with respect to Seller’s interests in Assumed Contracts, to consummate the transactions contemplated hereby and by the Related Agreements, (b) provide such other information and communications to such Governmental Authorities or other Persons as Buyer or such Governmental Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Buyer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or other Persons required of Buyer to consummate the transactions contemplated hereby and by the Related Agreements. Seller will provide prompt notification to Buyer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Buyer of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Related Agreements. Seller knows of no reason relating to Seller why the approvals, consents or waivers of governmental authorities required to complete the transactions contemplated hereby will not be obtained in a timely manner.

  • Regulatory and Other Authorizations; Notices and Consents The Ambac Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

  • 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.

  • Governmental Authorities From the date of this Agreement and until the End Date, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business or to its properties or assets.

  • Government and Other Regulations This Option is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Holder agrees that the Holder will not exercise the Option granted hereby nor will the Company be obligated to issue or sell any shares of stock hereunder if the exercise thereof or the issuance or sale of such shares, as the case may be, would constitute a violation by the Holder or the Company of any such law, regulation or order or any provision thereof. The Company shall not be obligated to take any affirmative action in order to cause the exercise of this Option or the issuance or sale of shares pursuant hereto to comply with any such law, regulation, order or provision.

Time is Money Join Law Insider Premium to draft better contracts faster.