Notices of Governmental Action Sample Clauses

Notices of Governmental Action. (a) Prior to the Closing, Seller shall provide Purchaser with notice of and copies of any document relating to (i) any condemnation proceedings affecting the use and operation of the Real Estate as it is currently used and operated of which Seller receives official written notice or of which Seller obtains knowledge after the Effective Date, and (ii) any zoning proceedings of which Seller receives official notice or of which Seller obtains knowledge after the Effective Date which would affect the Purchaser's ability to continue to operate the Businesses at a level comparable to that at which the Businesses are being operated as of the Effective Date; (b) In the event a notice is received by Seller prior to Closing from any governmental body relating to the Business Premises claiming any violation of any Law (which Law is in effect on the date hereof), Seller shall within two (2) business days of receipt of said notice (but in no event later than the Closing Date) provide Purchaser with a copy of the notice. To the extent the work required by a notice which was received by Seller prior to Closing has not been completed within thirty (30) days prior to the Closing Date, Purchaser and Seller shall seek to reach agreement on the cost associated with such matter by obtaining three separate bids for the required work from three contractors reasonably acceptable to Purchaser and Seller. If such required work has not been completed at Seller's expense prior to Closing, the Assets Purchase Price shall be reduced by the average of the two closest bids.
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Notices of Governmental Action. Prior to the Closing, Seller shall provide Buyer with written notice of any zoning proceedings which would materially and adversely affect the use and operation of the Premises as it is currently used and operated, including, but not limited to, any action which could cause any portion of the Property or Business to become a non-conforming use, of which Seller receives notice or of which Seller has knowledge after the date hereof.
Sample 1
Notices of Governmental Action. After the date hereof and prior to Closing, Seller shall provide Buyer with written notice of any zoning proceedings to which Seller is a party which could reasonably be expected to have a Material Adverse Effect, including any action of which Seller receives notice or obtains knowledge which could cause any portion of the Property or Business to become a non-conforming use.
Sample 1
Notices of Governmental Action. Seller shall provide Buyer with written notice of any zoning proceedings commenced during the Pre-Closing Period to which Seller is a party which would reasonably be expected to have a Material Adverse Effect.
Sample 1

Related to Notices of Governmental Action

  • Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

  • Approvals of Governmental Bodies As promptly as practicable after the date of this Agreement, Buyer will, and will cause each of its Related Persons to, make all filings required by Legal Requirements to be made by them to consummate the Contemplated Transactions (including all filings under the HSR Act). Between the date of this Agreement and the Closing Date, Buyer will, and will cause each Related Person to, cooperate with Sellers with respect to all filings that Sellers are required by Legal Requirements to make in connection with the Contemplated Transactions, and (ii) cooperate with Sellers in obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided that this Agreement will not require Buyer to dispose of or make any change in any portion of its business or to incur any other burden to obtain a Governmental Authorization.

  • Obtaining of Governmental Approvals The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under United States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Securities issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the expiration of the period during which the Warrants are exercisable.

  • Governmental Notices Tenant shall promptly provide Landlord with copies of all notices received by Tenant relating to any actual or alleged presence or Handling by any Tenant Party of Hazardous Materials in, on or about the Premises or any other portion of the Project, including, without limitation, any notice of violation, notice of responsibility or demand for action from any federal, state or local governmental authority or official in connection with any actual or alleged presence or Handling by any Tenant Party of Hazardous Materials in or about the Premises or any other portion of the Project.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Notification of Government Investigation or Legal Proceeding Provider shall notify OIG, in writing, of any ongoing investigation or legal proceeding by a governmental entity or its agents involving an allegation that Provider has committed a crime or has engaged in fraudulent activities, within 30 days of Provider receiving notice of such investigation or legal proceeding. This notification shall include a description of the allegation(s), the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. Within 30 days after resolution of the matter, Provider shall notify OIG, in writing, of the resolution of the investigation or legal proceeding.

  • Notice of Governing Law This award of Restricted Stock Units shall be governed by, and construed in accordance with, the laws of the State of California, without regard to principles of conflict of laws.

  • No Waiver of Governmental Immunity Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10 of the Colorado Revised Statutes.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

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