Permit Matters Sample Clauses

Permit Matters. During the period from the date of this Agreement to the Closing, Xxxxxx shall and shall cause its Subsidiaries to use reasonable best efforts to maintain and preserve the Xxxxxx Permits, other than those Xxxxxx Permits the loss of which would not, in the aggregate, have or reasonably be expected to have a Xxxxxx Material Adverse Effect.
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Permit Matters. During the period from the date of this Agreement to the Merger Effective Time, EchoStar shall and shall cause its Subsidiaries to (i) take all actions necessary to maintain and preserve the EchoStar Permits and (ii) refrain from taking any action that would give the FCC or any other Governmental Authority with jurisdiction reasonable grounds to institute proceedings for the suspension, revocation or adverse modification of any EchoStar Permits, except where the failure to take such action, or the taking of such action, as the case may be, could not reasonably be expected to have a EchoStar Material Adverse Effect.
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Permit Matters. Seller will use reasonable best efforts to provide notice of the transactions contemplated herein to the permitting authority for each Permit and Certification of Seller or any of its Subsidiaries related to the Business or the ownership, operation or use of the Assets as historically owned, operated, or used (in all cases, other than those Permits that are not material to the operation of the Assets) at Closing and the intent to transfer each such Permit and Certification to Buyer as of the Closing.
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Permit Matters. Promptly after execution of this Agreement, the Buyer shall file, for pre-approval, drafts of (x) all documents and information necessary to obtain any necessary replacements of, or changes to, any Permits and (y) all notices of change of ownership and control, as may be required by law; provided, however, that if such filing cannot be made on a confidential basis, the filing shall be made immediately after the public disclosure of the transaction contemplated hereby. Immediately upon Closing (or as soon as possible under appropriate regulation), the Buyer shall file (i) all documents and information necessary to obtain, and thereafter shall diligently pursue the obtaining of any necessary replacements of, or changes to, any Permits and (ii) all notices of change of ownership and control, as may be required by law. The Seller shall cooperate with the Buyer in all commercially reasonable ways to file and prosecute such applications at the sole cost and expense of the Buyer. Except as otherwise provided in this Agreement, the Buyer shall bear any risk or expense associated with not having appropriate Permits in effect following the Closing, except that Seller covenants and agrees its shall not do anything to cause the Permits to be revoked or suspended prior to the time notices of change of ownership and control with respect to the Permits are accepted.
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Permit Matters. ATC maintains all Permits required to operate as a business or to operate the Business. Each of such Permits and ATC's rights with respect thereto (a) is valid and subsisting, in full force and effect, and enforceable by ATC and (b) following consummation of the Transactions, will continue to be valid and subsisting in full force and effect and enforceable by Purchaser without any consent or approval of any Governmental Body or third party; or, in lieu of such existing Permits, replacement or substitute Permits will be available to or obtainable by Purchaser at little or no cost in the ordinary course without any interruption of the conduct of the Business following the date hereof, assuming timely applications therefor and reasonable diligence in pursuit thereof by Purchaser. ATC is in compliance in all material respects with the terms of the Permits. None of such Permits have been, or to the knowledge of the Shareholders, are threatened to be, revoked, canceled, suspended or modified.
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Permit Matters. As soon as possible following the Closing, but in no event more than five (5) Business Days after the Closing, Purchaser shall apply with the appropriate Governmental Authority for the transfer of the Permits and all bonds related thereto to Purchaser, including operator assignment filings, and provide copies of all filings therefor to Sellers. From and after the Closing, Purchaser shall diligently pursue the transfer of the Permits and all bonds related thereto to the Purchaser, and Purchaser shall be authorized to operate under the Permits and all bonds related thereto in accordance with applicable Laws and the terms and conditions contained in the Permit Operating Agreement. Sellers and Parent shall diligently provide any cooperation needed to bring about the transfer of the Permits and all bonds related thereto. Purchaser, at all times prior to the transfer of the Permits, and all bonds related thereto, to the Purchaser, shall: (i) comply with all applicable Laws governing, and all conditions and requirements of, or pertaining to, any such Permits and the bonds related thereto that the Purchaser operates under; and (ii) be solely responsible for all incidents of violation, non-compliance, and similar occurrences related to Purchaser’s operations under the Permits and the bonds related thereto. Purchaser shall promptly deliver to Sellers written notice of any such incidents or occurrences, which Sellers shall have the right, but not the obligation, to cure (including right of entry onto the applicable Real Property). Each Seller shall have (and the Purchaser grants) all rights of entry onto the Real Property necessary, in each Seller’s sole discretion, for such Seller to maintain the Permits prior to transfer. Purchaser shall indemnify Sellers from and against any and all Losses incurred or suffered by any Seller, including, without limitation, any and all demands, causes of actions, lawsuits, complaints and other claims resulting from or arising out of such use of the Permits by Purchaser.
Sample 1
Permit Matters. During the period from the date of this Agreement to the Merger Effective Time, Xxxxxx shall and shall cause its Subsidiaries to (i) take all actions necessary to maintain and preserve the Xxxxxx Permits and (ii) refrain from taking any action that would give the FCC or any other Governmental Authority with jurisdiction reasonable grounds to institute proceedings for the suspension, revocation or adverse modification of any Xxxxxx Permits, except where the failure to take such action, or the taking of such action, as the case may be, could not reasonably be expected to have a Xxxxxx Material Adverse Effect.
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Permit Matters. During the period from the date of this Agreement to the Merger Effective Time, Hughes shall and shall cause its Subsidiaries to (i) take all actixxx xecessary to maintain and preserve the Hughes Permits and (ii) refrain from taking any action that would give the FCC or any other Governmental Authority with jurisdiction reasonable grounds to institute proceedings for the suspension, revocation or adverse modification of any Hughes Permits, except where the failure to take such action, xx xxx taking of such action, as the case may be, could not reasonably be expected to have a Hughes Material Adverse Effect.
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Permit Matters 
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Related to Permit Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Property Matters (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Routine Matters Custodian will, in general, attend to all routine and mechanical matters in connection with the sale, exchange, substitution, purchase, transfer, or other dealings with securities or other property of Fund except as may be otherwise provided in this Agreement or directed from time to time by the Board of Trustees of Fund.

  • Patent Matters Exhibit A is an accurate listing by owner, inventor(s), serial number, filing date, country, and status of all patents and patent applications Controlled by Pfenex as of the Effective Date that may be necessary or useful for the development, manufacture, use, offer for sale, sale or import of the Products as contemplated herein.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Franchise Matters (i) Comply in all material respects with all of its material obligations under the Franchise Agreements to which it is a party; (ii) appear in and defend any action challenging the validity or enforceability of any Franchise Agreement, except for such actions which, individually or in the aggregate, have not had and could not reasonably be expected to result in a Material Adverse Effect; (iii) give prompt notice to the Collateral Agent of (A) any written notice of default given by such Loan Party under any Franchise Agreement with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties, (B) any written notice by a Franchisee with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties that terminates or threatens to terminate such Franchise Agreement or withhold any payments under such Franchise Agreement, together with a copy or statement of any information submitted or referenced in support of such notices and any reply by the Loan Party or its Subsidiary, and (C) any notice or other communication received by it in which any other party to any Franchise Agreement declares a breach or default by a Loan Party or Subsidiary of any material term under such Franchise Agreement; (iv) provide Franchisees and prospective Franchisees with a Franchise Disclosure Document or other disclosure statement of similar import as required by 16 C.F.R. 436, and (v) promptly upon any material amendment, revision or modification (except for any new, modified, terminated or expired Franchise Agreement in the ordinary course of business) to the information on Schedule 6.01(q), deliver an updated Schedule 6.01(q) to the Collateral Agent.

  • Transitional Matters (a) From and after Closing, Sellers shall retain full right and authority to use, enforce, pursue remedies and take actions with respect to any of the Excluded Assets.

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