Certain Permitted Disclosure Nothing contained in this Section 5.02 shall be deemed to prohibit the Company from complying with its disclosure obligations under applicable U.S. federal or state Law with regard to a Company Acquisition Proposal; provided that this paragraph (h) shall not be deemed to permit the Company or the Company’s Board of Directors to effect a Company Change in Recommendation except in accordance with Section 5.02(f).
Permitting and Licensure At Grantee's sole expense, Grantee shall procure and maintain for the duration of this Grant Agreement any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or services required by this Grant Agreement. Grantee shall be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee shall be responsible for payment of any such government obligations not paid by its Subcontractors during performance of this Grant Agreement.
Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval.
(b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.
Permitting The goal of this task is to obtain all permits required for work completed under this Agreement in advance of the date they are needed to maintain the approved Agreement schedule. Permit costs and the expenses associated with obtaining permits are not reimbursable under this Agreement. Permits must be identified in the Permit Status Letter and issued before the Recipient can expend grant funds to complete activities for which a permit is required. • Prepare a Permit Status Letter that documents the permits required to conduct this Agreement. If no permits are required at the start of this Agreement, the Recipient will document this in the Permit Status Letter. The Permit Status Letter must include the following information for all permits required during the course of the Agreement: o the type of permit; o the name, address, and telephone number of the permitting jurisdictions or lead agencies. o the schedule the Recipient will follow in applying for and obtaining each permit. • Submit a copy of any permits required for work completed under this Agreement, if requested by the CAM. • Notify the CAM if, during the course of the Agreement, permits are not applied for or obtained according to the schedule provided in the Permit Status Letter, or applications for permits are denied, in writing within 10 working days of the date exceeded or notification of the permit denial. Either of these events may trigger a Critical Project Review meeting. • Prepare for discussion of the Permit Status Letter including the schedule for obtaining each permit at the Kick-off meeting (Task 1.2), and a deadline for submitting a revised Permit Status Letter (if needed), and copies of permits obtained will be developed. The impact on the project if the permits are not obtained in a timely fashion or are denied will also be discussed. If applicable, permits will be included as a line item in progress reports and will be a topic at Critical Project Review meetings. • Provide the CAM with an Updated Permit Status Letter if, during the course of the Agreement, additional permits are identified as being necessary to complete tasks under this Agreement, including the appropriate information on each permit and schedule for acquiring permits. • Permit Status Letter including schedule for obtaining each permit. • Written notification of permit delay or denial, if applicable, within 10 working days of the date exceeded (pursuant to permit schedule date(s), notification of permit denial). • Updated Permit Status Letter (if applicable, including the appropriate information on each permit and schedule for acquiring permits). • A copy of any permits requested by ▇▇▇.
Preservation of Organization The Sellers shall use their best efforts to preserve the business organization of the Company (including Subsidiaries) intact and to persuade all employees of the Company or Subsidiaries to remain in its employment after the Closing; provided that nothing herein contained shall be deemed to constitute an obligation of the Sellers, Purchaser or the Company to continue the employment of any such employee. The Sellers shall also use their best efforts to retain, preserve and maintain the business relations of the Company or the Subsidiaries with its suppliers, customers and others having business relationships with it.
