Delayed Approvals Sample Clauses

Delayed Approvals. In the event that the Closing has not occurred by December 31, 2008 due to the lack of the receipt of one or more of (i) required approvals from the California Department of Managed Care for the acquisition of control of Great-West Healthcare of California, Inc. by Purchaser, (ii) required approvals from the New York Insurance Department to close the transactions contemplated by this Agreement with regards to the Business of FGWLA, and (iii) required approvals from the Canadian Office of the Superintendent of Financial Institutions to close the transactions contemplated by this Agreement with regards to the Business of CLAC (such approvals which have not been obtained, the “Delayed Approvals”), the parties shall negotiate in good faith the possibility of consummating some of the transactions contemplated hereby without, or prior to, closing the transactions subject to the Delayed Approvals.
Sample 1
AutoNDA by SimpleDocs
Delayed Approvals. To the extent that it is not possible to secure the required approvals of all the Governmental Body(s) who may have jurisdiction over matters relating to the transfer of the Assets or to the transfer of the respective Utilities' CCN or such other approvals or transfers as may be required, Purchasers and Seller agree to cooperate and to do all commercially reasonable things following the Closing to secure such approvals for the transfers in the shortest time possible. It is acknowledged by the parties hereto that, given the current delays inherent in the process, there is a likelihood that definitive regulatory approvals will only be secured following the Closing and that, notwithstanding the completion of Closing, the transactions contemplated herein remain contingent on the granting by the respective regulator or Governmental Body having jurisdiction thereover of such approval and that the Closing shall remain subject to rescission if the required approvals are not granted. The parties hereto may enter into additional undertakings at or prior to the Closing when a clearer understanding of the process and the timelines for securing such approvals are more certain. In the event of a rescission, the entire Transaction must be rescinded, and, in such event, Seller will be required to refund to Purchasers the entire purchase price payable hereunder, and Purchasers shall return to Seller all Assets having been purchased hereunder in the same or better condition as such Assets were in when transferred to Purchasers. Signed on August 29, 2004. SELLER: PURCHASER: SILVERLEAF RESORTS, INC. ALGONQUIN WATER RESOURCES OF AMERICA, INC. By: /S/ HARRY J. WHITE, JR. By: /S/ IAN ROBERTSON --------------------------------- ------------------------------------ Name: Harry J. White, Jr. Name: Ian Robertson Title: CFO Title: Authorized Sixxxxx Xxxxxxx ALGONQUIN POWER INCOME FUND By: /S/ IAN ROBERTSON ------------------------------------ Name: Ian Robertson Title: --------------------------------- ALGONQUIN WATER RESOURCES OF TEXAS, INC. By: /S/ EDMUND PAMATAT ------------------------------------ Name: Edmund Pamatat Title: VP Corp Dev ALGONQUIN WATER RESOURCES OF MISSOURI, INC. By: /S/ EDMUND PAMATAT ------------------------------------ Name: Edmund Pamatat Title: VP Corp Dev ALGONQUIN WATER RESOURCES OF ILLINOIS, INC. By: /S/ EDMUND PAMATAT ------------------------------------ Name: Edmund Pamatat Title: VP Corp Dev Xxxx xx Xxxxxits and Schedules to Agreement, not filed herewi...
Sample 1

Related to Delayed Approvals

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the members of the board of directors of the Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

  • Required Approvals For so long as twenty-five percent (25%) of the principal amount of the Note is outstanding, the Company, without the prior written consent of the Purchaser, shall not, and shall not permit any of its Subsidiaries to:

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • 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.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Stockholders to perform their respective obligations under this Agreement and to consummate the transactions contemplated thereby shall have been duly obtained, made or given and shall be in full force and effect, and all waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, shall have terminated or expired.

  • 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.

  • Governmental Approvals and Consents (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

Time is Money Join Law Insider Premium to draft better contracts faster.