Insurance Approvals; Notifications Sample Clauses

Insurance Approvals; Notifications. (a) Purchaser shall (i) promptly (but in no case later than thirty (30) days following the date of this Agreement) prepare and file all necessary documentation to obtain the approval from DFS of the transactions contemplated hereby in accordance with New York Insurance Law §1506 (the “Regulatory Approval,” and such application, hereafter a “1506 Application”), (ii) as soon as practicable, but not later than ninety (90) days following the date of this Agreement, propose to Seller any rate and policy form filings to be made by the Insurer, (iii) promptly (but in no case later than thirty (30) days following the date any rate and form filings are agreed to by Seller and Purchaser), and subject to any instructions provided by DFS, prepare and make such rate and form filings to obtain the approval of DFS therefor (the “Rate and Form Approval”), (iv) use reasonable best efforts to comply with the terms and conditions of the Regulatory Approval and (v) use reasonable best efforts to obtain such Regulatory Approval and Rate and Form Approval as promptly as possible after the date hereof. To the extent DFS requests additional information in connection with the 1506 Application, Purchaser shall submit such additional information as soon as reasonably practicable. (b) Purchaser shall provide Seller a draft of the 1506 Application and any proposed rate and policy form filing in a timely manner and shall consider in good faith the views and comments of Seller in respect of the 1506 Application or rate and policy form filing. Purchaser shall take all actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to obtain any authorization, consent or approval from any Governmental Authority required for the consummation of the transactions contemplated hereunder and to obtain the Rate and Form Approval, including by (i) seeking to prevent the initiation of, and defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby, (ii) the prompt provision to a Governmental Authority of any information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement and (iii) avoiding the entry of, or causing to be lifted or rescinded, any Order, decree or injunction
Sample 1
AutoNDA by SimpleDocs

Related to Insurance Approvals; Notifications

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Environmental Matters Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

  • Notification After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.

  • Environmental Laws The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Consents All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Waivers No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • HEALTH AND SAFETY C8.1 The Contractor shall promptly notify the Authority of any health and safety hazards which may arise in connection with the performance of the Contract. The Authority shall promptly notify the Contractor of any health and safety hazards which may exist or arise at the Authority’s Premises and which may affect the Contractor in the performance of the Contract.

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

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