PRIOR AUTHORISATION Sample Clauses

PRIOR AUTHORISATION. If any notification or approval of any governmental or other authority in the Territory is required prior to, or following, the execution of this Agreement (or any Licence Agreement or Maintenance Agreement) the Distributor agrees to notify Synon promptly of such requirements and to comply fully therewith. In the event that (a) any such authority shall require the parties to amend this Agreement as a condition precedent to such approval or (b) any such approval shall not be received within one hundred twenty (120) days following submission of a written request for such approval, either party may terminate this Agreement without liability except with respect to any prior breach to the other party upon thirty (30) days' prior written notice to such party. All monies due to Synon shall be paid in accordance with Clause 10.3(a) and all other actions following termination shall apply. 16 17 13.8 DEEMED AMENDMENT If any term or provision or any part thereof (in this sub-Clause 13.8 called the offending provision) contained in this Agreement shall be declared or become unenforceable, invalid or illegal for any reason whatsoever including but without derogating from the generality of the foregoing a decision by any competent domestic or European Economic Court, the European Commission, domestic or European Community law, the other terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the offending provision appearing herein and with any required amendment and any offending provision shall thereupon cease to have effect. At the request of Synon the Distributor shall assist Synon and provide all necessary information and support to Synon for the purpose of making an application to the European Commission for negative clearance of this Agreement pursuant to Article 2 of Council Regulation No. 17 or for notification of this Agreement with a view to obtaining exception under Article 85(3) of the Treaty of Rome. Furthermore the distributor agrees to Synon making such amendments to this agreement as it considers necessary to obtain such negative clearance or exemption or any comfort letter in relation thereto and shall thereby be bound by any such amendments.
Sample 1
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PRIOR AUTHORISATION. We shall only permit agents, subcontractors or other third parties to process Protected Data with your prior written authorisation (such authorisation not to be unreasonably withheld, conditioned or delayed), except with respect to our Sub-Processors’ own employees in the course of their employment where those employees are subject to an enforceable obligation of confidence with regard to the Protected Data.
Sample 1

Related to PRIOR AUTHORISATION

  • Authorisation obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Agent with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under any applicable law (whether or not in the Pertinent Jurisdiction) for the continued due performance of all the obligations of the Security Parties under each of the Security Documents;

  • Authorisations Each Obligor shall promptly:

  • Maintain Authorisations It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

  • Corporate authorisations copies of resolutions of the directors and stockholders of each Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than the date of this Agreement) by an officer of such Security Party as:

  • Necessary Governmental Approvals The parties shall have received all approvals and actions of or by all Governmental Bodies necessary to consummate the transactions contemplated hereby, which are required to be obtained prior to the Closing by applicable Requirements of Laws.

  • No Governmental Approvals Required Except as previously obtained or made, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • Governmental Approval Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed for a full term, and such revocation, rescission, suspension, modification or non-renewal has, or could reasonably be expected to have, a Material Adverse Effect.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates (a) in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub; (b) the performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) the consummation of the Transactions, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable laws of states in which the Company Group is qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any other applicable Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, prevent or materially delay the consummation of the Transactions or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to this Agreement.

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