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Regulatory Approvals and Authorizations Sample Clauses

Regulatory Approvals and Authorizations. To the knowledge of the Corporation: (i) each of the Corporation and the Subsidiaries has conducted, and is conducting, its business in compliance in all material respects with all applicable laws, rules, regulations, legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies of each jurisdiction in which it carries on business or holds assets, including activities relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance ("Hazardous Substances") or the licensing thereof ("Environmental Laws"); (ii) the Corporation and the Subsidiaries, as applicable, hold all material licenses, registrations, permits, authorities and qualifications in all jurisdictions in which it carries on its business or holds assets which are necessary to carry on its business as now conducted and as presently proposed to be conducted; and (iii) all such licenses, registrations, permits, authorities and qualifications of the Corporation or the Subsidiaries, as applicable, are valid and existing and in good standing and none of such licenses, registrations, permits, authorities or qualifications contains any burdensome term, provision, condition or limitations which has or is likely to have any Material Adverse Effect. The Corporation has not received notice of non-compliance, or notice of any proceedings relating to the revocation or modification, of any such licenses, registrations, permits, authorities or qualifications which, if the subject of an unfavourable decision, ruling or finding, would have a Material Adverse Effect. The Corporation has not received any notice of, or been prosecuted for, an offence alleging non-compliance with any Environmental Laws, and the Corporation has not settled any allegation of non-compliance, and there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Subsidiaries, nor has the Corporation received notice of any of the same;
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Regulatory Approvals and Authorizations. The execution and delivery of this Agreement by each of the Parent and the Ultimate General Partner, in its capacity as general partner of the General Partner, in its capacity as general partner of the Purchaser, and the performance by each of the Parent and the Purchaser of its respective obligations hereunder and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Regulatory Approvals or Authorizations or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Parent or the Purchaser other than: (i) the Interim Order and any filings required in order to obtain, and any approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) the filing of the Articles of Arrangement with the Director under the CBCA; (iv) customary filings with Securities Authorities and/or the TSX; (v) the Insurance Companies Act Approval; and (vi) the Public Float Exemption Extension.
Sample 1
Regulatory Approvals and Authorizations. Novamind and each Novamind Subsidiary has conducted, and is conducting, its business in compliance in all material respects with all applicable Laws, including but not limited to rules, regulations, legislation, regulations or by-laws or other lawful requirements of any Governmental Entity, of each jurisdiction in which it carries on business or holds assets, including the CDSA and the US Medical Product and Clinical Trial Laws; (ii) Novamind and the Novamind Subsidiaries, as applicable, hold all material Permits, including but not limited to licences, registrations, permits, consents, clearances, approvals, exemptions, authorizations, and qualifications (collectively, the “Governmental Licences”), issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by it in all jurisdictions in which each carries on its business or holds assets which are necessary to carry on its business as now conducted and as presently proposed to be conducted; (iii) all such Government Licences are valid and existing, in full force and effect, and in good standing; (iv) neither Novamind nor any Novamind Subsidiary is in material default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Governmental Licences in good standing; and (v) Novamind and the Novamind Subsidiaries are in material compliance with the terms and conditions of all such Governmental Licences. Neither Novamind nor any Novamind Subsidiary has received notice of non-compliance, or notice of any proceedings relating to the revocation, suspension, termination or modification, of any such Governmental Licences. Neither Novamind nor any Novamind Subsidiary has received any correspondence or notice from Health Canada, the Food and Drug Administration or any other Governmental Entity alleging or asserting material noncompliance with any applicable laws. The Arrangement will not require Novamind or the Novamind Subsidiaries to obtain any new Governmental Licences, or to the knowledge of Novamind, have any adverse impact on the Governmental Licences.
Sample 1

Related to Regulatory Approvals and Authorizations

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • Filings and Authorizations (a) The Parties will, as promptly as practicable but in any event within 20 days of the date of this Agreement (unless otherwise mutually agreed), make, or cause to be made, all filings and applications with, and give all notices and submissions to, Governmental Authorities that are necessary for the lawful completion of the Contemplated Transactions contemplated by this Agreement, including (i) the Purchaser and the Seller filing with the Commissioner a notification under Part IX of the Competition Act; (ii) the Purchaser filing an application for TSX Approval with the TSX; and (iii) the Purchaser filing a written submission concerning the competitive effects of the Contemplated Transactions and requesting that the Commissioner issue an ARC. (b) The Purchaser will use its commercially reasonable efforts to obtain TSX Approval and the Purchaser and the Seller will use their commercially reasonable efforts to obtain the Competition Act Approval and each Party will promptly co-operate with and assist the other Party in preparing the submissions referenced in Section 5.5(a) and all other filings or responses to questions or requests from the Commissioner, Governmental Authorities or the TSX. Without limiting the generality of the foregoing, in the event that either, or both, of the Purchaser and the Seller receive a supplementary information request pursuant to subsection 114(2) of the Competition Act (a “SIR”), or an order to produce records, make a written return of information, and/or have one or more employees attend an oral examination conducted by the Commissioner (collectively, a “Section 11 Order”), in connection with the Contemplated Transactions, the Purchaser and/or the Seller, as applicable, shall use its respective commercially reasonable efforts to respond to the SIR or Section 11 Order at the earliest practicable date. For purposes of this provision, the Purchaser and/or the Seller, as applicable, shall be deemed to have responded to any such SIR or Section 11 Order by providing a response that it in good faith believes to be in compliance with the terms of the SIR or Section 11 Order and by certifying such compliance pursuant to section 118 of the Competition Act or in accordance with the SIR or Section 11 Order. In the event that the Commissioner disputes the adequacy of compliance by the Purchaser and/or the Seller, as applicable, with respect to a SIR or Section 11 Order, the Purchaser and/or the Seller, as applicable, shall endeavour to satisfy the Commissioner as soon as possible so as to minimize any delay in the conduct or resolution of the Commissioner’s review of the Contemplated Transactions. (c) Neither Party will provide any substantive oral nor written representations, statements, information, remedy proposals or other filings to the Commissioner without first giving the other a reasonable opportunity to provide its comments, and each Party will consider such comments in good faith before providing any such representations, statements, information or other filings to the Commissioner. (d) Subject to compliance at all times with Applicable Law and the other provisions of this Agreement and to information being competitively sensitive, the Purchaser and Seller will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Consents and Authorizations Each Credit Party shall have obtained all consents and authorizations from Governmental Authorities and all consents of other Persons (including shareholder approvals, if applicable) that are necessary or advisable in connection with this Agreement, any Loan Document, any of the transactions contemplated hereby or thereby or the continuing operations of the Credit Parties and each of the foregoing shall be in full force and effect and in form and substance satisfactory to the Initial Lender.

  • Licenses and Authorizations All rights associated with the licenses, licensing agreements, permits, easements, registrations, domains, IP addresses and authorizations issued or granted to Seller by any governmental authority with respect to the operation of the Business, including, without limitation, those licenses and authorizations listed on Schedule 1.1(d) attached hereto, and all applications therefor, together with any renewals, extensions, or modifications thereof and additions thereto;

  • Permits and Authorizations Each of the Company and its subsidiaries possesses all material Environmental Permits (as defined below) necessary to conduct its businesses and operations as now being conducted.

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

Most Referenced Clauses

Most Referenced Definitions