GOVERNMENTAL AUTHORITY GUIDANCE Sample Clauses

GOVERNMENTAL AUTHORITY GUIDANCE. (1) Notwithstanding any activity undertaken or procedure followed by the parties pursuant to Section 3.3a.i, Xxxxxxx may request, in writing, within the applicable time period set forth in Section 3.3a.iii(3) below, guidance from the applicable Governmental Authorities with respect to the effect of any changes requested by SV Partner in any SV Partner Terms Change Request. In addition, pursuant to the terms of Section 3.3a.i(4), SV Partner may require Xxxxxxx to request, in writing, guidance from the applicable Governmental Authorities with respect to the effect of any changes requested by SV Partner in an SV Partner Terms Change Request.
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GOVERNMENTAL AUTHORITY GUIDANCE. (1) Notwithstanding any activity undertaken or procedure followed by the parties pursuant to Section 3.3b.i, Xxxxxxx may request, and SV Partner may require Xxxxxxx to request, in writing, guidance from the applicable Governmental Authorities with respect to changes proposed by Xxxxxxx in any Xxxxxxx Terms Change Request.
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GOVERNMENTAL AUTHORITY GUIDANCE. (1) Notwithstanding any activity undertaken or procedure followed by the parties pursuant to Section 3.3b.i, Xxxxxxx may request, and SV Partner may require Xxxxxxx to request, in writing, guidance from the applicable Governmental Authorities with respect to changes proposed by Xxxxxxx in any Xxxxxxx Terms Change Request. (2) Any such request shall be prepared by Xxxxxxx and, prior to delivery to the applicable Governmental Authorities, shall be presented to SV Partner for its review and comments, which comments Xxxxxxx shall not unreasonably refuse to incorporate in the version of the request so presented to the applicable Governmental Authorities. SV Partner shall be deemed to have no comments with respect to any such request if it fails to forward any comments it may have to Xxxxxxx within ten (10) Business Days after its receipt thereof from Xxxxxxx. Xxxxxxx shall finalize each such request and submit it to the relevant Governmental Authorities as soon as practicable after receiving comments with respect to such request from SV Partner, or notice from SV Partner that SV Partner has no comments with respect thereto. - 16 - <PAGE> (3) Each Party shall bear its own costs and expenses in connection with the preparation and review of any request for guidance presented or proposed to be presented to any Governmental Authority pursuant to the terms of this Section 3.3b.ii. iii. OBLIGATION OF SV PARTNER TO APPROVE CHANGES. SV Partner shall implement or shall permit Xxxxxxx to implement the changes requested by Xxxxxxx in a Xxxxxxx Terms Change Request if: (1) SV Partner responds in writing to Xxxxxxx that it approves or does not object to the changes proposed in such Xxxxxxx Terms Change Request; (2) Within ten (10) Business Days after receiving any such Xxxxxxx Terms Change Request with respect to which Xxxxxxx has indicated the changes proposed therein are necessary in order to comply with Applicable Law: (x) SV Partner fails to notify Xxxxxxx, pursuant to Section 3.3b.i, that it disagrees with such belief; or (y) SV Partner fails to notify Xxxxxxx, in writing, that, pursuant to Section 3.3b.ii, it is requiring Xxxxxxx to prepare a draft of a request for Governmental Authority guidance in connection with such Xxxxxxx Terms Change Request; (3) Xxxxxxx or SV Partner receives an opinion of counsel, pursuant to Section 3.3b.i, substantially to the effect that the changes described in such Xxxxxxx Terms Change Request are necessary in order to comply with Applica...
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Related to GOVERNMENTAL AUTHORITY GUIDANCE

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

  • Approvals of Governmental Authorities The Governmental Approvals listed in Schedule 11.01(b) shall have been received (or any waiting period shall have expired or shall have been terminated) and shall be in full force and effect.

  • Governmental Authority and Licensing The Borrower and its Subsidiaries have received all licenses, permits, and approvals of all federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the knowledge of the Borrower, threatened.

  • Governmental Authorization No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Authorities; Consents No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

  • Governmental Authority “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

  • 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.

  • Governmental Authorities and Consents Buyer is not required to submit any notice, report or other filing with any governmental authority in connection with the execution or delivery by it of this Agreement or the consummation of the Transaction and no consent, approval or authorization of any governmental or regulatory authority is required to be obtained by Buyer in connection with the execution and delivery of this Agreement or the consummation of the Transaction.

  • Governmental Entity “Governmental Entity” shall mean any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or administrative agency.

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