Reimbursement Approvals Sample Clauses

Reimbursement Approvals. The Company and each Company Entity hold all Reimbursement Approvals necessary or required by applicable Laws or Governmental Entity for the operation of the business as currently conducted by the Company and each Company Subsidiary. Section 4.8(f) of the Company Disclosure Letter sets forth all such Reimbursement Approvals held by the Company and the Company Entities as of the Closing Date or for which the Company or any Company Entity has applied (individually, a “Company Reimbursement Approval” and collectively, the “Company Reimbursement Approvals”). There are no pending or, to the knowledge of the Company, threatened suits or proceedings that have or would reasonably be expected to result in the suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approvals, and to the knowledge of the Company, no event that (whether with notice or lapse of time or both) would reasonably be expected to result in a suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approval has occurred. To the knowledge of the Company, each of the Company and each Company Entity is in compliance with the terms of the Company Reimbursement Approvals to which it is subject.
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Reimbursement Approvals. Except as could not be expected to have a Material Adverse Effect, each Company holds all Reimbursement Approvals necessary or required by applicable law or Governmental Authority for the operation of the business of such Company (individually, a “Company Reimbursement Approval,” and collectively, the “Company Reimbursement Approvals”). Reimbursement Approvals include, but are not limited to, those items listed on Schedule 3.19(a). Except as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of any Loan Party, threatened suits or proceedings that could reasonably be expected to result in the suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approvals, and no event which (whether with notice or lapse of time or both) could reasonably be expected to result in a suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approval has occurred. Except as could not reasonably be expected to have a Material Adverse Effect, each Company is in compliance with the terms of the Company Reimbursement Approvals.
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Reimbursement Approvals. Except as could not be expected to have a Material Adverse Effect, each Company holds all Reimbursement Approvals necessary or required by applicable law or Governmental Authority for the operation of the business of such Company. Schedule 3.19(c) sets forth all such Reimbursement Approvals held by each Company as of the Closing Date or to be obtained by each Company within 90 days following the Closing Date (individually, a “Company Reimbursement Approval,” and collectively, the “Company Reimbursement Approvals”). There are no pending or, to the knowledge of any Loan Party, threatened suits or proceedings that could reasonably be expected to result in the suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approvals, and no event which (whether with notice or lapse of time or both) could reasonably be expected to result in a suspension, revocation, restriction, amendment or nonrenewal of any Company Reimbursement Approval has occurred. Each Company is in compliance with the terms of the Company Reimbursement Approvals.
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Reimbursement Approvals. KCI US and Novadaq shall work together to conduct the clinical studies and obtain all clinical data, results, information, and materials necessary for KCI US to submit to country, federal, supranational, state or local regulatory agency, department, bureau or other governmental entity that may approve or determine pricing for medical device products and procedures for reimbursement and as otherwise necessary for reimbursement of physicians and hospitals by private and public insurance or other payors for the use of a particular Product, in the countries or regulatory jurisdictions in the Territory (“Reimbursement Approval”). Novadaq shall assist KCI US in all material issues, amendments, supplements, and other matters related to the Reimbursement Approval process. KCI US shall be responsible for bearing the cost of creating and gathering the foregoing information and materials used in any Reimbursement Approval. The Parties agree to cooperate on the preparation and filing of materials to obtain Reimbursement Approvals in an efficient and expeditious manner. KCI US shall submit and maintain all filings and Reimbursement Approvals prepared pursuant to this Section 12.4.
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Reimbursement Approvals. LifeCell MR and Novadaq shall work together to conduct the clinical studies and obtain all clinical data, results, information, and materials necessary for LifeCell MR to submit to country, federal, supranational, state or local regulatory agency, department, bureau or other governmental entity that may approve or determine pricing for medical device products and procedures for reimbursement and as otherwise necessary for reimbursement of physicians and hospitals by private and public insurance or other payors for the use of a particular Product, in the countries or regulatory jurisdictions in the Territory (“Reimbursement Approval”). Novadaq shall assist LifeCell MR in all material issues, amendments, supplements, and other matters related to the Reimbursement Approval process. LifeCell MR shall be responsible for bearing the cost of creating and gathering the foregoing information and materials used in any Reimbursement Approval. The Parties agree to cooperate on the preparation and filing of materials to obtain Reimbursement Approvals in an efficient and expeditious manner. LifeCell MR shall submit and maintain all filings and Reimbursement Approvals prepared pursuant to this Section 12.4.
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Reimbursement Approvals. The Regulatory Responsible Party, itself or through its designee, will have the right to seek Reimbursement Approval and obtain the Adjusted XXX Xxxxx of the Licensed Product sold in the Field in the Territory, and the other Party will not have the right to direct, control, or approve the Adjusted XXX Xxxxx of the Licensed Product sold in the Field in the Territory. BioCryst, itself or through its designee, will have the right to seek Reimbursement Approval and to determine the price of the Licensed Product sold outside of the Territory and in the Territory outside of the Field, including all discount and rebate strategies and other economic arrangements relating to the Licensed Product outside of the Territory and in the Territory outside of the Field, and Torii will not have the right to direct, control, or approve the price of the Licensed Product sold outside of the Territory or in the Territory outside of the Field. The other Party will provide reasonably requested assistance in connection with obtaining Reimbursement Approval for the Licensed Product in the Field in the Territory, including, if required by Applicable Law, to submit any application for Reimbursement Approval or other Regulatory Submission in such Party’s name as reasonably requested by the Regulatory Responsible Party. The Regulatory Responsible Party will keep the other Party timely informed on the status of any application for Reimbursement Approval for the Licensed Product in the Field in the Territory, including any discussion with any Regulatory Authority or other Governmental Authority with respect thereto.
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Reimbursement Approvals. LifeCell and Novadaq shall work together to conduct the clinical studies and obtain all clinical data, results, information, and materials necessary for LifeCell to submit to country, federal, supranational, state or local regulatory agency, department, bureau or other governmental entity that may approve or determine pricing for medical device products and procedures for reimbursement and as otherwise necessary for reimbursement of physicians and hospitals by private and public insurance or other payors for the use of a particular Product, in the countries or regulatory jurisdictions in the Territory (“Reimbursement Approval”). Novadaq shall assist LifeCell in all material issues, amendments, supplements, and other matters related to the Reimbursement Approval process. LifeCell shall be responsible for bearing the cost of creating and gathering the foregoing information and materials used in any Reimbursement Approval. The Parties agree to cooperate on the preparation and filing of materials to obtain Reimbursement Approvals in an efficient and expeditious manner. LifeCell shall submit and maintain all filings and Reimbursement Approvals prepared pursuant to this Section 12.4.
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Reimbursement Approvals. (a) The Company has Reimbursement Approval agreements with third party payors (the “Third Party Payors”). Schedule 4.17(a) sets forth a list of all Reimbursement Approvals (other than the federal health care programs set forth on Schedule 4.17(b) and the Accreditations set forth on Schedule 4.19(e)) held by the Company as of the Closing Date or to be obtained by the Company within 90 days following the Closing Date, which list includes the effective date and type of each Reimbursement Approval agreement (individually, a “Company Reimbursement Approval Contract,” and collectively, the “Company Reimbursement Approval Contracts”). Current, correct and complete copies of the Company Reimbursement Contracts have been delivered to Buyers or if such written agreements or certifications do not exist, current, correct and complete copies of other documentation evidencing such Company Reimbursement Approval Contracts have been delivered to Buyers. (b) The Company participates in the federal health care programs (the “Programs”) as listed on Schedule 4.17(b). A list of its existing Program provider agreements, including Medicare and Medicaid provider and supplier agreements, pertaining to the Business or, if such contracts do not exist, other documentation evidencing such participation are set forth on Schedule 4.17(b), current, correct and complete copies of which have been delivered to Buyers. (c) All of the Company Reimbursement Approval Contracts constitute legal, valid, binding and enforceable obligations of the Company, and to the Knowledge of the Company, of the other parties thereto, and are in full force and effect, and except as set forth on Schedule 4.5, no notice of or consent to the assignment of such contracts is required to transfer the Company Reimbursement Approval Contracts to Buyers or its designee (but only to the extent that this Agreement contemplates the assignment thereof), and after the Closing, the Company Reimbursement Approval Contracts will continue to constitute legal, valid, binding and enforceable obligations against the parties thereto. (d) The Company is not in Default under the Company Reimbursement Approval Contracts and, to the Knowledge of the Company, the other parties thereto are not in Default thereunder. (e) The Company is, in all material respects, in compliance with terms, rules and policies respecting each Company Reimbursement Approval Contract, including all certification, billing, reimbursement and documentation require...
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Reimbursement Approvals. At Lilly's sole discretion, Lilly shall make available to MiniMed, and shall authorize MiniMed to use, Confidential Information in support of MiniMed's efforts to obtain reimbursement for the Products.
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Related to Reimbursement Approvals

  • Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

  • Project Approvals The Borrower will promptly obtain all Project approvals not heretofore obtained by the Borrower (including those listed and described on ­Exhibit “N” hereto and any other Project Approvals which may hereaf­ter become required, necessary or desirable) and will furnish the Lender with evidence that the Borrower has obtained such Project Approvals promptly upon its request. The Borrower will give all such notices to, and take all such other actions with respect to, such Governmental Authority as may be required under applicable Requirements to construct the Improvements and to use, occupy and operate the Project following the completion of the construction of the Improvements. The Borrower will also promptly obtain all utility installations and connections required for the operation and servicing of the Project for its intended purposes, and will furnish the Lender with evidence thereof. The Borrower will duly perform and comply with all of the terms and conditions of all Project Approvals obtained at any time, including all Project Approvals listed and described on Exhibit “Q” hereto.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • Third Party Approvals (a) Abraxas and Energy and their respective Subsidiaries, shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and the expiration or termination of any waiting period under the HSR Act necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. (b) Each party hereto agrees that it will consult with the other parties hereto with respect to the obtaining of all material permits, consents, approvals, clearances and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. To the extent practicable and in each case subject to applicable Laws relating to the exchange of information, Abraxas and Energy agree to (i) cooperate and consult with each other, (ii) furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party and/or any Governmental Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining the necessary approvals for the Merger, and (v) not to participate in any meeting or discussion related to the transactions contemplated hereby, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other party the opportunity to attend and observe. In exercising the foregoing rights, each of the parties hereto agrees to act reasonably and promptly. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and equityholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any filing, notice or application made by or on behalf of such other party or any of such Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

  • Agency Approvals The Servicer is an approved servicer for FHLMC, FNMA, GNMA, HUD and VA is an FHA-Approved Mortgagee and is qualified to own and hold VA Mortgage Loans, and shall maintain such approvals throughout the term of this Agreement.

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