Governmental Investigation Sample Clauses

Governmental Investigation. The occurrence of (i) any investigation or seizure made by any Governmental Authority for an actual or alleged violation or breach of Law by the Borrower, or by any director or executive officer thereof that could reasonably be expected to have a Material Adverse Effect or (ii) a revocation, suspension or termination of any license, permit or approval held by the Borrower or any director or executive officer thereof that could reasonably be expected to have a Material Adverse Effect;
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Governmental Investigation. Except as shown on Schedule 2.7, -------------------------- ------------ no investigations for claims against (i) any of the Companies, the Seller, the business of the Companies, or the facilities of the Companies, or (ii) to the best knowledge of the Seller, any of the employees of the facilities of the Companies, are pending or threatened by any governmental agency or instrumentality; and
Sample 1
Governmental Investigation. Subject in all cases to Section 11.20 and to the extent permitted by applicable Requirements of Law (i) at the request of the Administrative Agent, management of the Loan Parties and the Administrative Agent shall conduct telephonic meetings to be attended by the respective management representatives of the Loan Parties and the Administrative Agent and their respective representatives, at which meeting the Loan Parties shall present an update on the status of all Governmental Investigations of the Group Members and answer any questions regarding such Governmental Investigations and (ii) the Loan Parties shall promptly, and in any event within three (3) Business Days after any officer of such Loan Party has knowledge thereof or after receipt or delivery thereof, as applicable, provide the Administrative Agent with (A) notice of any material development in any Governmental Investigation, (B) copies of all material documents received from any Governmental Authority, including the Securities and Exchange Commission, the Federal Communications Commission, the Department of Justice and any other securities exchange and (C) copies of all documents related to any Governmental Investigation; provided that the Loan Parties reserve the right to exclude information or documents if the Loan Parties reasonably believe upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect attorney-work product.
Sample 1
Governmental Investigation. To the Secured Parties in writing, promptly upon obtaining knowledge thereof, notice of the commencement of any investigation by a Governmental Authority of the Borrower (including, without limitation, any non-routine FAA audit of the Borrower) which could be expected to result in a Material Adverse Effect.
Sample 1
Governmental Investigation. Seller (a) acknowledges that Buyer's ability to obtain and maintain all Permits necessary to develop and operate the Project depends in part upon the completion from time to time to the satisfaction of all relevant Governmental Authorities, including without limitation the Missouri Gaming Commission, of a thorough background investigation and evaluation of Seller, all shareholders, partners and other Persons with any financial interest or management role in Seller, and all employees of Seller, which investigation and evaluation may concern the character, reputation and criminal records of such Persons; (b) agrees to cooperate with Buyer to furnish or cause to be furnished all information and to take or cause to be taken all actions necessary or expedient to the achievement from time to time of such satisfactory completion; (c) agrees to promptly notify Buyer in writing of the occurrence of any changes in the record or beneficial ownership of any Stock of any of the entities comprising Seller, which notice shall specify the name of the entity, the nature of the change or transaction causing the change, the quantity of Stock involved, and the names and addresses of all parties to the change or transaction causing the change; and (d) agrees that, if Buyer is informed, orally or in writing, through formal notification or otherwise, that any such Person's interest in or involvement with Seller may or could delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise, Buyer shall notify Seller thereof, and, to the extent permitted by the Missouri Gaming Commission and/or other Governmental Authority, Seller shall have thirty (30) days after receipt of such notice in which to try to convince the Missouri Gaming Commission and/or other Governmental Authority that such Person's interest does not need to be terminated and should not delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise. Buyer agrees to provide Seller with such information as is made available to Buyer concerning the reasons why the Missouri Gaming Commission and/or other Governmental Authority wants such Person's interest terminated or why such Person's interest in or involvement with Seller may or could delay or jeopardize the ability of Buyer or any Affiliate of Buyer to obtain or maintain any Permit related to the Project or otherwise; provid...
Sample 1
Governmental Investigation. Except as shown on Schedule 2.7, no -------------------------- investigations for claims against (i) the Company, any Seller, the Dialysis Business or the Facility or (ii) to the best knowledge of any Seller, any of the medical staff members or employees of the Facility, are pending or threatened by any governmental agency or instrumentality; and
Sample 1
Governmental Investigation. Neither Company nor Seller has received any oral or written notice from any Governmental Authority related to any inquiry, investigation or audit of any Employee Benefit Plan or Non-ERISA Plan.
Sample 1
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Governmental Investigation. The term “
Sample 1

Related to Governmental Investigation

  • Environmental Investigation (a) Acquiror may, in its discretion, within thirty (30) Business Days of the date of this Agreement, require the Company to order, at Acquiror’s expense, a Phase I environmental site assessment to be delivered only to Acquiror for each parcel of real property in which the Company or an Acquired Subsidiary holds an interest or formerly held an interest (each a “Phase I Report”), conducted by an independent professional consultant reasonably acceptable to Acquiror to determine if any real property in which the Company or any Acquired Subsidiary holds any interest or formerly held an interest contains or gives evidence of any adverse environmental condition or any violations of Environmental Laws on any such property. If a Phase I Report discloses any violations or adverse environmental conditions, or reports a reasonable suspicion thereof, then Acquiror may promptly obtain, at the expense of the Company and Acquiror, shared equally, a Phase II environmental report with respect to any affected property which report shall contain an estimate of the cost of any remediation or other follow-up work that may be necessary to address those violations or conditions in accordance with applicable laws and regulations (each a “Phase II Report,” and collectively referred to with the associated Phase I Report, an “Environmental Report”). Acquiror shall have no duty to act upon any information produced by an Environmental Report for the benefit of the Company, any Acquired Subsidiary or any other Person, but shall provide such information to the Company upon the Company’s request.

  • Governmental Inquiries The Acquiror Company has provided to the Company a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental Authority.

  • Governmental Intervention By or under the authority of any government:

  • Governmental Review The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Environmental Information Seller shall, promptly upon written request from PacifiCorp, provide PacifiCorp with all data reasonably requested by PacifiCorp relating to environmental information under the Required Facility Documents. Seller shall further provide PacifiCorp with information relating to environmental impact mitigation measures it is taking in connection with the Facility's construction or operation that are required by any Governmental Authority. PacifiCorp shall reimburse Seller for all of Seller's reasonable actual costs and expenses in excess of $10,000 per year, if any, incurred in connection with PacifiCorp's requests for the foregoing information under this Section 6.10.7. As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the extent of any material violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Premises, alleged to exist by any Governmental Authority having jurisdiction over the Premises, or the present existence of, or the occurrence during Seller's occupancy of the Premises of, any enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination presently occurring or having occurred during the period of time that Seller has occupied the Premises.

  • Investigation To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

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