Governmental Investigation Sample Clauses

Governmental Investigation. The occurrence of (i) any investigation or seizure made by any Governmental Authority for an actual or alleged violation or breach of Law by the Borrower, or by any director or executive officer thereof that could reasonably be expected to have a Material Adverse Effect or (ii) a revocation, suspension or termination of any license, permit or approval held by the Borrower or any director or executive officer thereof that could reasonably be expected to have a Material Adverse Effect;
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Governmental Investigation. Except as shown on Schedule 2.7, -------------------------- ------------ no investigations for claims against (i) any of the Companies, the Seller, the business of the Companies, or the facilities of the Companies, or (ii) to the best knowledge of the Seller, any of the employees of the facilities of the Companies, are pending or threatened by any governmental agency or instrumentality; and
Governmental Investigation. Subject in all cases to Section 11.20 and to the extent permitted by applicable Requirements of Law (i) at the request of the Administrative Agent, management of the Loan Parties and the Administrative Agent shall conduct telephonic meetings to be attended by the respective management representatives of the Loan Parties and the Administrative Agent and their respective representatives, at which meeting the Loan Parties shall present an update on the status of all Governmental Investigations of the Group Members and answer any questions regarding such Governmental Investigations and (ii) the Loan Parties shall promptly, and in any event within three (3) Business Days after any officer of such Loan Party has knowledge thereof or after receipt or delivery thereof, as applicable, provide the Administrative Agent with (A) notice of any material development in any Governmental Investigation, (B) copies of all material documents received from any Governmental Authority, including the Securities and Exchange Commission, the Federal Communications Commission, the Department of Justice and any other securities exchange and (C) copies of all documents related to any Governmental Investigation; provided that the Loan Parties reserve the right to exclude information or documents if the Loan Parties reasonably believe upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect attorney-work product.
Governmental Investigation. To the Secured Parties in writing, promptly upon obtaining knowledge thereof, notice of the commencement of any investigation by a Governmental Authority of the Borrower (including, without limitation, any non-routine FAA audit of the Borrower) which could be expected to result in a Material Adverse Effect.
Governmental Investigation. Neither Company nor Seller has received any oral or written notice from any Governmental Authority related to any inquiry, investigation or audit of any Employee Benefit Plan or Non-ERISA Plan.
Governmental Investigation. Seller (a) acknowledges that Buyer's ability to obtain and maintain all Permits necessary to develop and operate the Project depends in part upon the completion from time to time to the satisfaction of all relevant Governmental Authorities, including without limitation the Missouri Gaming Commission, of a thorough background investigation and evaluation of Seller, all shareholders, partners and other Persons with any financial interest or management role in Seller, and all employees of Seller, which investigation and evaluation may concern the character, reputation and criminal records of such Persons; (b) agrees to cooperate with Buyer to furnish or cause to be furnished all information and to take or cause to be taken all actions necessary or expedient to the achievement from time to time of such satisfactory completion; (c) agrees to promptly notify Buyer in writing of the occurrence of any changes in the record or beneficial ownership of any Stock of any of the entities comprising Seller, which notice shall specify the name of the entity, the nature of the change or transaction causing the change, the quantity of Stock involved, and the names and addresses of all parties to the change or transaction causing the change; and (d) agrees that, if Buyer is informed, orally or in writing, through formal notification or otherwise, that any such Person's interest in or involvement with Seller may or could delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise, Buyer shall notify Seller thereof, and, to the extent permitted by the Missouri Gaming Commission and/or other Governmental Authority, Seller shall have thirty (30) days after receipt of such notice in which to try to convince the Missouri Gaming Commission and/or other Governmental Authority that such Person's interest does not need to be terminated and should not delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise. Buyer agrees to provide Seller with such information as is made available to Buyer concerning the reasons why the Missouri Gaming Commission and/or other Governmental Authority wants such Person's interest terminated or why such Person's interest in or involvement with Seller may or could delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise; provid...
Governmental Investigation. The term
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Related to Governmental Investigation

  • Environmental Investigation (a) Heritage shall engage an environmental consultant acceptable to Acquiror to conduct a preliminary ("Phase I") environmental assessment of each of the parcels of real estate used in the operation of the businesses of Heritage and any Heritage Subsidiary and any other real estate owned by Heritage or a Heritage Subsidiary (other than single family residences). The fees and expenses of the consultant with respect to the Phase I assessments shall be shared equally by Acquiror and Heritage. The consultant shall complete and deliver the Phase I assessments not later than 60 days after the date of this Agreement. If any environmental conditions are found, suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties of Heritage set forth herein without regard to any exceptions that may be contained in Heritage's Schedules, then the parties shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation or other follow-up work that may be necessary to address those conditions in accordance with applicable laws and regulations. (b) Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All post-Phase I investigations or assessments (the cost of which shall be paid by Heritage), all work plans for any post-Phase I assessments or remediation, and any removal or remediation actions that may be performed, shall be mutually satisfactory to Acquiror and Heritage. If such work plans or removal or remediation actions would cost more than $3,000,000 (individually or in the aggregate on a tax affected basis) to complete, Acquiror and Heritage shall discuss a mutually acceptable modification of this Agreement. Acquiror and Heritage shall cooperate in the review, approval and implementation of all work plans. (c) If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Agreement, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Surviving Corporation and its Subsidiaries would be subject as owner of the property involved can be quantified, in good faith, and limited to an amount less than $3,000,000 (on a tax affected basis), then Acquiror may terminate this Agreement by the earlier to occur of (i) 120 days after the receipt of the Phase I assessments, or (ii) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods.

  • Governmental Inquiries The Acquiror Company has provided to the Company a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental Authority.

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Geotechnical Investigation Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

  • Governmental Immunity The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 00-00-000, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees.

  • Governmental Review The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Environmental Information Seller shall, promptly upon written request from PacifiCorp, provide PacifiCorp with all data reasonably requested by PacifiCorp relating to environmental information under the Required Facility Documents. Seller shall further provide PacifiCorp with information relating to environmental impact mitigation measures it is taking in connection with the Facility's construction or operation that are required by any Governmental Authority. PacifiCorp shall reimburse Seller for all of Seller's reasonable actual costs and expenses in excess of $10,000 per year, if any, incurred in connection with PacifiCorp's requests for the foregoing information under this Section 6.10.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

  • Investigation To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.

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