Notifications and Consents. Vendor hereby acknowledges that he has satisfied all Company investor notification requirements in a timely manner and has obtained the consents from such investors, as required under the PRC law, the Company’s Articles of Association, and any agreement governing the relationships between the Vendor and investors (if any) in relation to the Company.
Notifications and Consents. (a) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by or before any Governmental Entity, which materially prohibits or restricts the consummation of any of the material transactions contemplated hereby.
(b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of other waiting periods imposed by, any Governmental Entity necessary for the consummation of any of the transactions contemplated hereby shall have been filed, have occurred or have been obtained, as the case may be, including, without limitation: (i) such Permits as must be issued by DOH and DOI to: (w) authorize the Purchaser to operate a health maintenance organization in accordance with Article 44 of the New York Public Health Law; (x) effectuate the assignment by Seller of its rights under the Commercial Contracts to the Purchaser and to the continuation by the Purchaser of the Acquired Business without any "open enrollment" period during which any existing Commercial Member of Seller may elect to terminate his or her Commercial Contract; (y) effectuate the transfer and enrollment, as of the Effective Time, of the Commercial Member into the Purchaser (which members as of the Effective Time shall be deemed by DOH and DOI to be members of the Purchaser); and (z) confirm that as of the Effective Time, the Purchaser will be deemed by DOH and DOI to have satisfied the statutory reserve and net worth requirements, and that neither DOH nor DOI will assert successor liability against the Purchaser in respect of liabilities of Seller, or with respect to any regulatory issues; and (ii) such authorizations of DOH and DOI as shall be necessary for Seller to consummate the transactions contemplated hereby.
(c) No action, suit, claim or proceeding by or before any Governmental Entity shall have been commenced and be pending which (i) seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby, (ii) seeks to obtain any material damages in respect of a claim in connection with the Acquired Business or the transactions contemplated hereby, (iii) seeks to prohibit or impose any material limitation (including but not limited to, any time limitation) on the ownership or operation by the Purchaser of all or any portion of the Acquired Business or to compel the Purchaser to dispose of or hold separate all or any portion o...
Notifications and Consents. Clariti shall have timely given all notices required to be given by it to any third party in connection with the consummation of the transactions contemplated hereby, including, without limitation, required notices to the holders of any indebtedness of Clariti and any governmental bodies or regulatory agencies, where the failure to give such notice would have an adverse effect on the businesses of Clariti and its subsidiaries. Clariti shall have received each consent or approval required to be given by any such third party in connection with the consummation of the transactions contemplated hereby, where, in the reasonable judgment of CHH and GlobalFirst, the failure to receive such consent or approval would have an adverse effect on the business of Clariti.
Notifications and Consents. Simultaneously herewith, the Seller is delivering to Seller executed assignments of the ANDAs together with written notification to the FDA of the immediate transfer of rights to the ANDAs to Buyer. Buyer and Seller shall use all reasonable efforts to obtain all consents, approvals and waivers from, and give all notices to, and make all declarations, filings and registrations with, any governmental and regulatory agencies that are required to consummate the transactions contemplated hereby. Buyer and Seller shall coordinate and cooperate with one another and supply such commercially reasonable assistance as may be reasonably requested by each in connection with the foregoing. Until the Transfer Date, Seller shall maintain (at Seller’s sole cost and expense) all existing governmental authorizations, including ANDAs with respect to the Products. Seller further, agrees that from the date hereof until such time as the ANDAs are transferred to Buyer, Seller shall make no amendments or supplements to the ANDAs without the prior written consent of Buyer, not to be unreasonably withheld, and keep Buyer fully apprised of all matters relating to the maintenance of the ANDAs.
Notifications and Consents. To the extent Licensee provides personal information of its Users in connection with the use of the Services, Licensee is responsible for and warrants that it will provide all necessary notifications to its Users and obtain all necessary consents from its Users in connection with the entry of such User’s personal information into the Services as such notice and/or consent is required under applicable U.S. and foreign federal, national, state, and local data privacy laws. Licensee shall be responsible and warrants that its use of the Services and Licensed Program shall comply with applicable U.S. and foreign federal, national, state, and local law relating to the collection, processing, privacy, and use of personal data, including any guidance, regulations or directives issued by any relevant data protection agency or regulator.
Notifications and Consents. The Consents of any Governmental Authority, or expiration of any other waiting or notification periods imposed by any Law or Governmental Authority or associated with any Filing, in each case described in Section 6.01(b) of the Seller Disclosure Schedules shall have been obtained or occurred, as the case may be (each such Consent or expiration of a waiting period referred to in this Section 6.01(b), and each of the Medicare Advantage Contract Novations, a “Required Regulatory Approval”).
Notifications and Consents. (i) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by or before any court or governmental or regulatory authority or instrumentality, whether domestic or foreign, which materially prohibits or restricts the consummation of any of the transactions contemplated hereby.
(ii) Allauthorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any federal or state or local United States court, administrative agency or commission or other governmental authority or instrumentality necessary for the consummation of any of the transactions contemplated hereby shall have been filed, have occurred or have been obtained, as the case may be.
(iii) No action, suit, claim or proceeding by or before any federal or state or local United States court, governmental agency, commission or administrative or regulatory authority shall have been commenced and be pending which (i) seeks to restrain, prevent or materially delay or restructure the transactions contemplated hereby, or (ii) seeks to obtain any material damages from AHC in respect of a claim in connection with the transactions contemplated hereby.
Notifications and Consents. CHH and Mediatel shall have timely given notice required to be given by them to any third party in connection with the consummation of the transactions contemplated hereby, including, without limitation, required notices to the holders of any indebtedness of the Companies, and any governmental bodies or regulatory agencies, where the failure to give such notice would have an adverse effect on the businesses of the Companies. CHH and Mediatel shall have received each consent or approval required to be given by any such third party in connection with the consummation of the transactions contemplated hereby, where, in the reasonable judgment of Clariti, the failure to receive such consent or approval would have an adverse effect on the businesses of the Companies.
Notifications and Consents. (a) No Order or Law that prohibits or materially restricts the consummation of any of the Transactions shall be in effect.
(b) The authorizations, consents, Orders or approvals of, or declarations or filings with, or expiration of other waiting periods imposed by, any Governmental Authority described in Schedule 10.3(b) have been filed, have occurred or have been obtained, as the case may be.
(c) No action, suit, claim or proceeding by any Governmental Authority or any other Person against Seller or Purchaser that seeks to restrain, prevent or materially delay or restructure the Transactions or would otherwise have a Seller Material Adverse Effect shall be pending.
(d) On or before the Closing Date, the Parties shall have agreed upon all definitive terms for the Transition Services Agreement, the EGWP Services Agreement and the Rebate Administration Agreement as contemplated in Sections 8.6, 8.7 and 8.8, and Purchaser, and any Affiliates of Purchaser party thereto, shall have executed and delivered each of such agreements.
Notifications and Consents. Seller and GlobalFirst shall have timely given notice required to be given by them to any third party in connection with the consummation of the transactions contemplated hereby, including, without limitation, required notices to the holders of any indebtedness of the Companies, and any governmental bodies or regulatory agencies, where the failure to give such notice would have an adverse effect on the businesses of the Companies. Seller and GlobalFirst shall have received each consent or approval required to be given by any such third party in connection with the consummation of the transactions contemplated hereby, where, in the reasonable judgment of Clariti, the failure to receive such consent or approval would have an adverse effect on the businesses of the Companies.
