ISRA Approval Sample Clauses

ISRA Approval. All necessary approvals or consents shall have been obtained from NJDEPE that are required under ISRA to preclude any imposition of material penalties or any other material sanction that may be assessed or obtained under N.J.S.A. 13:1K-13 or any other provision of ISRA.
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ISRA Approval. Prior to the Closing, the Company shall use commercially reasonable efforts to obtain either (i) final ISRA approval reasonably satisfactory to Buyer from the New Jersey Department of Environmental Protection (i.e., a nonapplicability determination, an approved negative declaration, a no further action letter or a remediation in progress waiver, each an “ISRA Approval”) or, (ii) if such ISRA Approval cannot be obtained prior to Closing, a remediation agreement issued pursuant to ISRA.
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ISRA Approval. Seller shall have obtained (and provided to Buyer) ISRA Clearance as provided in Section 6.7. If ISRA Clearance is not obtained prior to the Closing, then Buyer may, at its own option, (a) fail to close until ISRA Clearance is obtained, or (b) have JVNJ Realty Corp. apply for and enter into a Remediation Agreement (as defined by ISRA) with the NJDEP. In any such Remediation Agreement, the Stockholders shall pay all costs and expenses, including filing fees, legal fees and consulting fees associated with (x) complying with the Remediation Agreement after Closing, and (y) obtaining ISRA Clearance after the Closing. The Stockholders shall provide all necessary financial assurance required by the NJDEP under any such Remediation Agreement.
Sample 1
ISRA Approval. The Company, at its sole cost and expense, shall obtain, prior to the Effective Time, either (i) a written determination (based upon an affidavit from the Company that is approved by the Acquiror prior to its submission to the NJDEP) from the NJDEP that the transactions contemplated by, or the properties subject to, this Agreement are not subject to the requirements of ISRA, or (ii) a Remediation Agreement (in form and substance satisfactory to the Acquiror) issued by the NJDEP pursuant to ISRA authorizing the consummation of the transactions contemplated by this Agreement prior to the issuance of any "Negative Declaration," "No Further Action Letter" or approval of any "Remedial Action Workplan," as such terms are defined under ISRA, or (iii) "Negative Declaration" or approvals of any "Remedial Action Workplan" (in either case in form and substance satisfactory to the Acquiror) with respect to each property in New Jersey which the Company or any Company Subsidiary owns or operates, in each case to the extent that such property renders the provisions of ISRA applicable to the transactions contemplated by this Agreement. The Company will obtain and maintain a "Remediation Funding Source" in form and amount approvable by the NJDEP as required in furtherance of the Company's obligations under this covenant.
Sample 1
ISRA Approval. Seller shall have received either an ISRA Letter of Non-Applicability or an ISRA Approval as contemplated by Section 12.14, in either case, duly executed and delivered by DEP. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 9.1), if Seller has not obtained such ISRA Letter of Non-Applicability or ISRA Approval from the DEP on or before the Scheduled Closing Date, each of Seller and Purchaser shall have the right to adjourn the Scheduled Closing Date for a period of up to thirty (30) days (in which event, the Outside Date shall be deemed to have been extended for an identical period of time).
Sample 1
ISRA Approval. (a) Seller shall at its own expense seek the ISRA Approval based on the environmental condition of the Palnut Facility as of the Closing Date and shall assert its diligent and commercially reasonable efforts in doing so.
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ISRA Approval. Seller shall have received from the New Jersey Department of Environmental Protection ("NJDEP") on or prior to Closing either a "letter of non-applicability", "negative declaration", "no further action letter", "remediation agreement" or one of the other exemptions, waivers or approvals (as defined in the Industrial Site Recovery Act, N.J.
Sample 1
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ISRA Approval. The Seller shall have received the ISRA Approval, and the Buyer shall have approved any deed restriction, CEA designation or other restriction or limitation imposed in respect of the Palnut Facility in connection therewith, such approval not to be unreasonably withheld.
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Related to ISRA Approval

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Antitrust Approval The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

  • No Regulatory Approval By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event any Requisite Regulatory Approval shall have been denied by final, nonappealable action by such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor.

  • Regulatory Approval Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

  • Listing Approval The Shares to be delivered on the Closing Date or any Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and its counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled on, or at any time prior to, the Closing Date or any Additional Closing Date, as the case may be, by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • NASDAQ Approval The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.

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