Permits and Governmental Approvals Clause Examples

Permits and Governmental Approvals. Except for consents and approvals within the sole control or responsibility of Buyer, Seller shall obtain at its sole cost and expense, the issuance of all consents and approvals, including (without limitation) all governmental permits and approvals, and shall pay all applicable fees and charges, necessary for the sale by Seller of the Purchased Assets and the assignment of the Assigned Contracts pursuant to this Agreement.

Permits and Governmental Approvals. To the extent they are assignable without the consent of any third party, all of Seller’s right, title and interest in and to all permits, certificates, variances, consents, approvals and other rights pertaining to the Real Property, if any (collectively, the “Permits”).

Permits and Governmental Approvals. Lessee shall be responsible for obtaining, renewing and maintaining, at its sole cost and expense, any governmental approvals necessary for the construction and operation of the Solar Facilities, including, but not limited to, the Utility Permits, any zoning variances, building permits, approvals, environmental statements, licenses, authority or other Legal Requirement from any county, state or federal authority (collectively, "Permits"), and shall pay all costs associated therewith. Lessor shall cooperate with Lessee as necessary to obtain any governmental approvals, at no cost or expense to Lessor, provided that ▇▇▇▇▇▇ shall reimburse Lessor for its reasonable actual out-of- pocket expenses directly incurred in connection with such cooperation in an amount not to exceed $5,000.00 in the aggregate, including, but not limited to, reasonable attorney's fees, payable no sooner than the occurrence of the Solar Commencement Date. ▇▇▇▇▇▇ agrees to cooperate with and assist the Lessee in applying for any and all Permits that ▇▇▇▇▇▇ finds necessary or desirable for the operation of the Solar Facilities, all at Lessee's sole cost and expense.

Permits and Governmental Approvals. EXHIBIT D SUPPLEMENTAL CONDITIONS 23.1 Supplier shall secure and pay for all permits, governmental fees and licenses necessary for proper execution and completion of the Work unless otherwise specified in the Contract. 23.2 Supplier shall obtain and maintain those consents, permits, licenses and other authorizations that are required to conduct its business at no cost to Purchaser. 23.3 Supplier shall support and cooperate with, and shall not oppose the efforts of, Purchaser to obtain all approvals from Governmental Authorities necessary for Purchaser to implement the Project and to obtain the equipment and services contemplated in this Contract, and Supplier shall not participate as an adverse party to Purchaser in any proceeding before any Governmental Authority relating to the Project, or Supplier’s scope of Work under this Contract.

Permits and Governmental Approvals. Buyer and Seller shall cooperate with each other and shall use reasonable efforts to assist each other in maintaining all permits and approvals from any Governmental Authority required for the operation of the Linden 6 Facility, Appurtenant Systems and interconnections and for favorable Tax treatments. At Buyer's request after the Commercial Operations Date, Seller shall use commercially reasonable efforts, at Buyer's expense, to modify or amend any such permits or approvals; provided, that such modifications or amendments shall have no material adverse effect on Seller.

Permits and Governmental Approvals. (a) Each of ▇▇▇▇▇▇ and HGTY shall take or cause to be taken all actions reasonably necessary to preserve, renew and maintain in full force and effect all Permits and Governmental Approvals necessary to conduct the Alliance Business in all fifty (50) of the United States and the District of Columbia. (b) If any Permit or Governmental Approval necessary for the Insurer to conduct the Alliance Business in any of the United States or the District of Columbia is not preserved, renewed or otherwise maintained in full force and effect at any time following the date hereof through the earlier of the Termination Date and the date on which ▇▇▇▇▇▇▇ acquires the Insurer pursuant to Section 5.6(a), if applicable, then ▇▇▇▇▇▇ shall make available such alternative insurance company Subsidiary of ▇▇▇▇▇▇ reasonably acceptable to ▇▇▇▇▇▇▇ that (A) is rated at least “A” (Excellent) by A.M. Best and (B) has the requisite Permits to conduct the Alliance Business in such jurisdiction (the “Alternative Insurer”) for the purpose of underwriting all Insurance Policies produced in connection with the Alliance Business in such jurisdiction until such time that the Insurer obtains such Permits. ▇▇▇▇▇▇ shall cause any such Alternative Insurer to become a party to the Second Amended Agency Agreement, as applicable, or otherwise enter into a personal lines agency agreement with ▇▇▇▇▇▇▇ Agency substantially in the form of the Second Amended Agency Agreement. Any such Insurance Policies that are underwritten by such Alternative Insurer shall be (I) transitioned to the Insurer, at ▇▇▇▇▇▇’▇ sole cost and expense, as promptly as reasonably practicable following the date on which the Insurer obtains all of the requisite Permits to conduct the Alliance Business in such jurisdiction and (II) ceded to, and assumed by, the Insurer on a one hundred percent (100%) indemnity basis until such time that such Insurance Policies are so transitioned to the Insurer. The Parties agree that, for purposes of calculating any compensation pursuant to the Second Amended Agency Agreement, as applicable, including any profit sharing commission, (x) the written premium with respect to any Insurance Policies that are underwritten by such Alternative Insurer shall be aggregated with the written premium with respect to any Insurance Policies that are underwritten by the Insurer and (y) the loss data with respect to any Insurance Policies that are underwritten by such Alternative Insurer shall be aggregated with the lo...

Permits and Governmental Approvals. The Seller possesses all material licenses, permits, franchises, authorizations, registrations and approvals by any Governmental Entity (the “Permits”) necessary to operate the Business as currently conducted, except where failure to possess a Permit would not have a Material Adverse Effect. Each Permit has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the Seller’s Knowledge, threatened administrative or judicial proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Permit invalid in any respect (and no condition or fact exists, which if left uncured, would lead to any of the foregoing). The Permits are sufficient and adequate in all material respects to permit the continued lawful conduct of the Business in the manner now conducted, and none of the operations of the Business are being conducted in a manner that materially violates any of the terms or conditions under which any Permit was granted. Except as set forth in Schedule 5.13, no such Permit will in any way be materially and adversely affected by, or terminate or lapse by reason of, the transactions contemplated by the Transaction Documents. The Seller has provided to the Buyer true, accurate and complete copies of all Permits.

Permits and Governmental Approvals. Purchaser acknowledges that the Company is not required to maintain or secure any permit or other Governmental Approval necessary for the ownership or lease or the operation of the Assets or the carrying on of the Acquired Business after the Closing; provided, that, with respect to any such approval as may be necessary to transfer title in or assign any of the Assets to Purchaser, Seller shall provide such information and assistance to Purchaser as may be necessary to complete such transfer or assignment.

Permits and Governmental Approvals. The Sellers, ShareFile and the Business hold all material Permits necessary or desirable for the conduct of the Business and the ownership and use of the Purchased Assets (collectively, the “Business Permits”). Section 5.8(a) of the Disclosure Schedules sets forth a true, correct and complete list of all Business Permits, and all pending applications therefor, in each case, to the extent such Business Permits is Exclusively Related to the Business. Each Business Permit set forth on Section 5.8(a) of the Disclosure Schedules is valid and in full force and effect, and is not subject to any pending or threatened proceeding to revoke, limit, modify, terminate, suspend, impair, cancel, deny renewal, or declare such Business Permit invalid in any respect (and, to the Knowledge of the Seller, no condition or fact exists, which if left uncured, would lead to any of the foregoing). The consummation of the transactions contemplated hereby will not invalidate any of the Business Permits, except to the extent such invalidation would not have a Material Adverse Effect. The Sellers and ShareFile are in compliance in all material respects with the terms of all Business Permits.