Communication with Governmental Authorities. The Purchaser and its representatives and consultants shall have the right to review building department, health department and other local Governmental Authority records with respect to the Real Property and the operation of the Business and request written or verbal confirmation of zoning and any other compliance by the Real Property or the Business with any Applicable Laws.
Communication with Governmental Authorities. Prior to Closing, Purchaser and Seller shall consult with one another and keep each other informed with respect to high level communications between senior executives of Purchaser and senior officials of any Governmental Authority with respect to the foregoing. Notwithstanding the foregoing, prior to Closing, in no event shall any Purchaser Party provide to any Governmental Authority, other than a Governmental Lender, any information concerning any Environmental Condition (except to the extent required by Law) without first obtaining Seller's prior written consent thereto, which consent shall not be unreasonably withheld. "Governmental Authority" means the United States of America, the State, County and City of New York, and any political subdivision,
Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1 hereof, Purchaser shall be permitted to communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business, provided that Purchaser shall give prior notice to Seller.
Communication with Governmental Authorities. Except for matters that would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries nor any manufacturing site owned by the Company nor, to the knowledge of the Company, any contract manufacturer of the Company’s products has been subject to a shutdown or import or export prohibition by the U.S. Federal Trade Commission, the FDA, the U.S. Department of Health and Human Services Office of Inspector General (“HHS-OIG”) or any other Governmental Authority (including those having authority following consummation of the transactions contemplated hereby) in the last three years.
Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business prior to the expiration of the Due Diligence Period.
Communication with Governmental Authorities. Except as otherwise provided herein, and subject to Article 7 hereof, from and after the Effective Date, Administrator shall have the authority under this Agreement to communicate, make filings and correspond with Governmental Authorities solely with respect to the Administrative Services, but only to the extent such communications, filings and correspondence are made in the ordinary course of the administration of the Reinsured Contracts and Reinsured Liabilities and are not reasonably likely to expose the Company or its Affiliates to criminal penalty, fines, charges, Taxes or other amounts in connection therewith, any civil penalty, fine or charge by an insurance regulator or attorney general, any loss for which the Company is not reinsured or indemnified under this Agreement or the Reinsurance Agreement, or any revocation, restriction, limitation, suspension or other regulatory action in respect of any of the Company’s state insurance licenses. Any communications, filings, or correspondence with Governmental Authorities outside of the authority specifically provided to Administrator under this Section 2.6 shall only be made with the prior written approval of the Company. The Company shall have the right to review and copy all communications, filings, and correspondence with respect to the Administrative Services, whether made to or received from Governmental Authorities by Administrator, upon reasonable prior notice and at the Company’s sole expense.
Communication with Governmental Authorities. Without limiting the generality of the provisions in Section VIII.A.1, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business without Seller’s prior written consent, which may be withheld in Seller’s sole discretion, unless such communication is arranged by Seller. Notwithstanding the foregoing, Purchaser and its representatives and consultants shall have the right, without any requirement to obtain the consent of Seller, to (i) review building department, health department and other local Governmental Authority records with respect to the Real Property and the operation of the Business, and (ii) apply to the applicable Governmental Authority for any licenses or permits necessary or desirable for the Purchaser’s continued operation of the Business after the Closing.
Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Purchaser and its representatives shall have the right, without any requirement to obtain the consent of Seller, to apply to the applicable Governmental Authority for the transfer or issuance to Purchaser of the Liquor Licenses.
Communication with Governmental Authorities. Purchaser and its representatives and consultants shall have the right to review building department, health department and other local Governmental Authority records with respect to the Assets and the operation of the Property and request written or verbal confirmation of zoning and any other compliance by the Assets with any Applicable Law. Purchaser and its representatives and consultants shall have the right to contact Governmental Authorities to pursue the issuance of any Licenses and Permits desired by Purchaser. Following the expiration of the Inspection Period, Purchaser and its representatives and consultants shall have the right to communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Assets.
Communication with Governmental Authorities. All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, correspondence, submissions, and proposals made by or on behalf of either Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers, Companies, or Buyers with Governmental Authorities in the ordinary course of business consistent with past practice unrelated to the transactions contemplated hereunder, any disclosure which is not permitted by Law, or any disclosure containing confidential information) shall, to the extent practicable, be disclosed to the other Parties in advance of any filing, submission, correspondence, or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, correspondence, submissions, and proposals. Each Party shall give reasonable prior notice to the other Party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.
