Transfer and Novation of Government Contracts Sample Clauses

Transfer and Novation of Government Contracts. (a) As promptly as practicable after the date of this Agreement, and in any event no later than promptly following the Closing, Sellers will, in accordance with, and to the extent required by, Federal Acquisition Regulation Part 42, Subpart 42.12, submit in writing to each responsible contracting officer of each applicable Governmental Authority with respect to Table of Contents each prime Government Contract (to the extent such Government Contract is not assignable) a request, in form and substance reasonably satisfactory to Buyer Domestic, of such Governmental Authority, and Buyer Domestic shall cooperate with Sellers with respect to the submission of any such request, to (i) recognize Buyer Domestic as the successor-in-interest to the applicable Government Contract and (ii) if required, enter into a novation agreement (each, a “Novation Agreement”), in substantially the form contemplated by such regulations, and otherwise in compliance with all Applicable Laws (including all applicable U.S. federal regulations) and in form and substance reasonably satisfactory to Buyer Domestic, and provide all documentation reasonably necessary to effect each such novation, including all instruments, certifications, requests, legal opinions, financial information and other documents required by Federal Acquisition Regulation Part 42. Buyer Domestic and Sellers will each use commercially reasonable efforts to (i) promptly obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing a Novation Agreement with respect to each such prime Government Contract, including responding to requests for information by the Governmental Authority with respect to such Novation Agreement, and (ii) provide all information and take all other actions reasonably necessary to execute and consummate each such Novation Agreement; provided, however, that no Seller nor any of their respective Affiliates shall, without Buyer Domestic’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (A) grant any waiver, make any concession or otherwise amend or alter in any material respect any terms of any Governmental Contract in order to obtain any consent pursuant to this Section 8.03 or (B) distribute to any Governmental Authority any materials to be used by any Seller (or any of their respective Affiliates) in connection with obtaining any such consent. Without limiting the generality of the foregoing, Sell...
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Related to Transfer and Novation of Government Contracts

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution and delivery by Borrower of the Loan Documents to which it is a Party and payment of the Obligations have been duly authorized by all necessary corporate or company action, as applicable, and do not and will not:

  • Compliance with Government Rules and Regulations PFPC undertakes to comply with all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, and the CEA, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to all duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund.

  • Compliance with Government Regulations The Company covenants that if any share of Common Stock required to be reserved for purposes of exercise or conversion of Warrants require, under any federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange, before such shares may be issued upon exercise, the Company will use its commercially reasonable efforts to cause such shares to be duly registered, approved or listed on the relevant national securities exchange, as the case may be.

  • COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.

  • Application of Takeover Protections; Rights Agreements The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • Assignment; Governing Law This Guarantee shall inure to the benefit of the Trust and its successors, assigns and pledgees. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Federal Reserve Regulations; Use of Proceeds (a) Neither the Company nor any Subsidiary of the Company is engaged principally in the business of extending, maintaining or arranging credit for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States, as amended from time to time).

  • Compliance with Governmental Rules and Regulations Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable requirements of the ’40 Act, the ‘34 Act, the ‘33 Act, and any other laws, rules and regulations of governmental authorities having jurisdiction over the Fund. Price Services shall be responsible for complying with all laws, rules and regulations of governmental authorities having jurisdiction over transfer agents and their activities and cooperating with respect to examinations and requests from such governmental authorities.

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