Required Government Approvals. Each Seller shall cooperate with Buyer and do all things reasonably practicable such that the parties shall obtain all of the regulatory approvals and licenses of Governmental Authorities as are necessary or advisable as a condition to the sale, transfer and conveyance of the Property by each Seller to Buyer and the continued current use and operation of the Community from and after Closing, including, without limitation, at such time as required by the applicable Governmental Authority, (i) obtaining such consents, approvals and permits from Governmental Authorities; and (ii) filing and submitting such petitions, notices, applications and informational filings, which shall, if applicable, include Forms LIC 200 and HS 200 and any other required forms (collectively, the “Required Governmental Approvals”); provided, however, that, neither Seller nor Buyer nor any of their affiliates, shall be required to make payments or incur any other liability to pursue or secure any such Required Governmental Approvals beyond any required application fees incurred in connection with obtaining such Required Governmental Approvals (which application fees shall be Buyer’s responsibility). Each Seller further agrees to assist Buyer in any post-Closing transition with respect to the Required Government Approvals for a period up to sixty (60) days after the wind up of the Interim Structure.
Required Government Approvals. No Governmental Authorization is required on the part of any Company Entity in connection with the execution and delivery of this Agreement or any of the other Transaction Documents, the performance of the Company’s covenants and obligations hereunder or thereunder or the consummation of the Transactions, except (a) the filing and recordation of the certificate of merger with the Secretary of State of the State of Delaware and such filings with Governmental Bodies as are necessary to satisfy the applicable Law of states in which such Company Entity is qualified to do business, and (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act.
Required Government Approvals. All payments to be made by the Minister to the Proponent, pursuant to this Agreement, on or after December 31, 2006 are subject to the required Governmental approvals, including Treasury Board. In the event that the Minister is prevented from disbursing the full amount of the Contribution, the Parties agree to review the effects of such a shortfall in the Contribution on the implementation of the Agreement and to adjust, as appropriate, the mutual obligations specified therein.
Required Government Approvals. No Governmental Authorization is required on the part of any Company Entity in connection with the execution and delivery of this Agreement or any of the other Transaction Documents, the performance of each Company Entity's covenants and obligations hereunder or thereunder or the consummation of the Transactions, except (a) the filing and recordation of the certificate of merger with the Secretary of State of the State of New York and filings of such certificate with any other Government as are necessary to satisfy the applicable Law of states in which such Company Entity is qualified to do business, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) such filings and approvals as may be required by any Antitrust Laws and (d) such filings and approvals as may be required by any laws relating to a Company Entity's Government Contracts or to export control laws.
Required Government Approvals. No consent, approval, order or authorization of, or filing or registration with, or notification to (any of the foregoing, a “Consent”) of any Governmental Authority is required on the part of SM in connection with the execution, delivery and performance by SM of this Agreement and the consummation by SM of the transactions contemplated by this Agreement, except for such Consents (a) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (b) the failure of which to obtain would not have, individually or in the aggregate, a Material Adverse Effect on SM.
Required Government Approvals. No Consent of any Governmental Authority is required on the part of PC in connection with the execution, delivery and performance by PC of this Agreement and the consummation by PC of the transactions contemplated by this Agreement, except for such Consents (a) that arise as a result of any facts or circumstances relating to Buyer or any of its Affiliates, or (b) the failure of which to obtain would not have, individually or in the aggregate, a Material Adverse Effect on PC.
Required Government Approvals. No Consent is required on the part of Buyer in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated by this Agreement, except for such Consents the failure of which to obtain would not prevent or materially delay the ability of Buyer to consummate the transactions contemplated by this Agreement or fully perform its obligations and covenants under this Agreement.
Required Government Approvals. Developed Land Seller shall cooperate with and do all things reasonably practicable to assist Buyer in its efforts to obtain all of the regulatory approvals and licenses of Governmental Authorities necessary to operate the Community (collectively, the “Required Governmental Approvals”); provided, however, that, neither Developed Land Seller nor Buyer, their affiliates shall be required to make payments or incur any other liability to pursue or secure any such Required Governmental Approvals beyond any required application fees incurred in connection with obtaining such Required Governmental Approvals (which application fees shall be Buyer’s responsibility). Developed Land Seller further agrees to assist Buyer in any post-Closing transition with respect to the Required Government Approvals for a period up to sixty (60) days after the Closing Date subject to the same foregoing limitations.
Required Government Approvals. No consent, approval or authorization of, or filing with, any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority (each, a “Governmental Entity”) is required by the Company in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) the Proxy Statement (as hereinafter defined) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Securities Exchange Act of 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing with the Ohio Secretary of State of the Certificate of Merger, (iii) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any applicable foreign antitrust filings, (iv) notifications to the New York Stock Exchange (the “NYSE”), and (v) such consents, approvals or authorizations or filings the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Required Government Approvals. No consent, approval, order or authorization of, or filing or registration with, or notification to (any of the foregoing, a “Consent”) any Governmental Authority is required on the part of the Company in connection with the execution and delivery by the Company and its Subsidiaries of this Agreement and the Reorganization Documents and the consummation of the transactions contemplated hereby and thereby, except (i) compliance with any applicable requirements of the HSR Act, (ii) any Consents set forth on Section 3.5 of the Disclosure Schedule and (iii) such other Consents the failure of which to obtain would not have, individually or in the aggregate, a Material Adverse Effect, including such Consents as would customarily be obtained following the consummation of transactions of the type contemplated hereby.
