Governmental Authorization; Permits Clause Samples
The 'Governmental Authorization; Permits' clause requires one or both parties to obtain and maintain all necessary licenses, permits, and approvals from relevant government authorities needed to perform their obligations under the agreement. In practice, this means that before commencing work or providing goods or services, the responsible party must ensure compliance with all applicable laws and regulations by securing the required documentation, such as building permits, environmental clearances, or business licenses. This clause serves to allocate responsibility for legal compliance, reducing the risk of project delays, fines, or legal disputes arising from unauthorized activities.
Governmental Authorization; Permits. (a) Except as set forth on Schedule 4.4(a) attached hereto, no consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by Vesta of this Agreement or any of the other Credit Documents or the legality, validity or enforceability hereof or thereof.
(b) Except as set forth in Schedule 4.4(b) attached hereto, each of Vesta and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted (collectively, the "Licenses") and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Borrower, except as set forth on Schedule 4.4(b), (i) no License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation, and (iii) no such suspension, revocation or limitation is threatened by any relevant Insurance Regulatory Authority, that, in each instance under (i), (ii) and (iii) above, would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
(c) Upon written request, Vesta will provide with respect to each Insurance Subsidiary a list of all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the "Licenses"), indicating the line or lines of insurance in which each such Insurance Subsidiary is permitted to be engaged with respect to each License therein listed, and attaching copies of all Licenses in the States of Alabama, Hawaii, Indiana, Ohio and Texas.
Governmental Authorization; Permits. 60 6.5 Litigation..................................................60 6.6 Taxes.......................................................60 6.7 Subsidiaries................................................61 6.8 Full Disclosure.............................................61 6.9 Margin Regulations..........................................61 6.10 No Material Adverse Change..................................61 6.11
Governmental Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Material Subsidiaries of this Agreement or any of the other Transaction Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) consents, authorizations and filings in connection with the Acquisition that have been (or on or prior to the Acquisitions Closing Date will have been) made or obtained and that are (or on the Acquisitions Closing Date will be) in full force and effect, which consents, authorizations and filings are listed on Schedule 6.4, and (ii) filings of Uniform Commercial Code financing statements and other instruments necessary to perfect the Liens created by the Security Documents.
(b) Each of the Borrower and its Material Subsidiaries has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
Governmental Authorization; Permits. (a) No consent, approval, ----------------------------------- authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by any Credit Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof, other than (i) filings of Uniform Commercial Code financing statements and other instruments and actions necessary to perfect the Liens created by the Security Documents, (ii) consents that would be required in respect of the leases referred to in clause (iii) of SECTION 5.3, and (iii) consents the failure to obtain which would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Each Credit Party has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.
Governmental Authorization; Permits. No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower and the Guarantors of this Second Amendment and the Preferred Share Purchase Documents or the legality, validity or enforceability hereof or thereof, other than (i) consents, authorizations and filings that have been (or on or prior to the Second Amendment Effective Date will have been) made or obtained and that are (or on the Second Amendment Effective Date will be) in full force and effect, which consents, authorizations and filings are listed on Schedule 4.4 hereto and (ii) consents and filings the failure to obtain or make which would not, individually or in the aggregate, have a Material Adverse Effect.
Governmental Authorization; Permits. (A) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each Borrower Party of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof.
(B) Each of the Borrower Parties has, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
Governmental Authorization; Permits. (a) No consent, approval, authorization, exemption or other action by, notice to, or filing with, any Governmental Authority or other Person is required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower of the Loan Documents or the legality, validity or enforceability hereof or thereof.
(b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Borrower, none of such approvals, licenses, permits or authorizations contains any term, condition or limitation more burdensome than such as are generally applicable to Persons engaged in the same or similar business. Without limitation of the foregoing, Schedule 4.4(b) lists with respect to each Insurance Subsidiary that is a Significant Subsidiary, as of the Amendment Effective Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the "Licenses"), and indicates the line or lines of insurance in which each such Insurance Subsidiary is permitted to be engaged with respect to each License therein listed. To the knowledge of the Borrower, except as set forth on Schedule 4.4(b), (i) no such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, (ii) there is no sustainable basis for such a suspension, revocation or limitation, and (iii) no such suspension, revocation or limitation is threatened by any relevant Insurance Regulatory Authority. No such Insurance Subsidiary transacts any insurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 4.4(b), where such business requires any license, permit or other authorization of a Insurance Regulatory Authority of such jurisdiction, except where the same would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
Governmental Authorization; Permits. Except and set forth on Schedule 2.5 the execution, delivery and performance by Seller, Subsidiary and the Stockholders of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not require any consent, approval or action by or in respect of, or any declaration, filing or registration with, by or on behalf of Seller, Subsidiary or the Stockholders, any governmental or regulatory body, court, agency, official or authority (each, a "Governmental Authority"). Schedule 2.5 also lists all Permits registered in the name of Seller or Subsidiary or otherwise related to the Business.
Governmental Authorization; Permits. No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower, the Guarantors and PXRE Bermuda of this Third Amendment, the Group Guarantee and the PXRE Bermuda Credit Enhancement Policy or the legality, validity or enforceability hereof or thereof.
Governmental Authorization; Permits. (a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by each of the Borrower and its Subsidiaries of this Agreement or any of the other Credit Documents to which it is or will be a party or the legality, validity or enforceability hereof or thereof.
(b) Each of the Borrower and its Subsidiaries has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.