Seller Required Governmental Authorizations definition

Seller Required Governmental Authorizations has the meaning provided such term in Section 3.5(a).
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Seller Required Governmental Authorizations no Governmental Authorization of, or filing with, any Governmental Authority is required on the part of Vopak Parent, Seller, the Partnership or the Partnership Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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Seller Required Governmental Authorizations has the meaning provided such term in Section 4.3(a). “Seller Taxes” means any and all Taxes imposed on, asserted against or attributable to the income, assets or operations of an Acquired Company for any Pre-Closing Period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 6.7(c)); provided that Seller Taxes will not include any Taxes (i) to the extent taken into account as a liability in the final determination of the Adjustment Amount, (ii) that result from any action taken on the Closing Date after the Closing outside the ordinary course of business or (iii) that are Transfer Taxes. “Special Indebtedness Representations” means solely with respect to Indebtedness for borrowed money, Indebtedness issued or incurred in substitution or exchange for Indebtedness for borrowed money, or Indebtedness that was incurred in lieu of Indebtedness for borrowed money, the representations and warranties contained in Section 3.3 (Indebtedness) and Section 3.3 (Indebtedness) of the MOC Purchase Agreement. “Special Indemnification Cap” means (a) for the first 60 days after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 50%, (b) for the period commencing on the date that is 61 days after the Closing and ending on the date that is nine months after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 10%, and (c) for the period following the date that is nine months following the Closing, an amount equal to (x) the Purchase 14
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Examples of Seller Required Governmental Authorizations in a sentence

  • All Company Required Governmental Authorizations and Seller Required Governmental Authorizations will have been obtained and will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated.

  • All Seller Required Governmental Authorizations will have been obtained and will be in full force and effect, and all applicable waiting periods (and any extensions thereof) under the HSR Act will have expired or otherwise been terminated.


More Definitions of Seller Required Governmental Authorizations

Seller Required Governmental Authorizations has the meaning provided such term in Section 3.4(a). “Specified Matters” has the meaning provided such term in Section 10.2(a)(ii). “Submission” has the meaning provided such term in Section 2.3(e). “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other legal entity of which such Person (either alone or together with any Affiliate of such Person) (i) owns, directly or indirectly, 50% or more of the stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity or (ii) controls the management. “Tax Proceeding” has the meaning provided such term in Section 6.7(a). “Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
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Related to Seller Required Governmental Authorizations

  • Required Governmental Approvals has the meaning set forth in Section 3.03.

  • Governmental Authorization means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

  • Governmental Authorizations means any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Legal Requirement.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower required by any Environmental Requirement.

  • Environmental Authorization Any license, permit, order, approval, consent, notice, registration, filing or other form of permission or authorization required under any Environmental Law.

  • Governmental Consents has the meaning set forth in Section 3.5.

  • Governmental Authority(ies) means any Federal, state, local, quasi-governmental instrumentality or foreign court, or governmental agency, authority, instrumentality, agency, bureau, commission, department or regulatory body.

  • Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

  • Government Authorizations means all such approvals, consents, authorizations, acknowledgements, licenses or permits required to be issued by any Government Authority to the Company for the establishment of the Company or to the Company or the Contractors for the construction, financing, ownership, operation, and maintenance of the Facility by the Company or the Contractors, including, without limitation, those Government Authorizations listed in Schedule 1;

  • Governmental Authorities means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Applicable Governmental Authority means the FERC within the United States and the appropriate governmental authority with subject matter jurisdiction over reliability in Canada and Mexico.

  • Governmental Permits has the meaning specified in Section 5.8.

  • Consents, Clearances and Permits means all authorizations, licenses, approvals, registrations, permits, waivers, privileges, acknowledgements, agreements, or concessions required to be obtained from or provided by any concerned authority for the purpose of setting up of the generation facilities and/ or supply of power;

  • Governmental Permit means any license, franchise, permit or other authorization of any Governmental Authority.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Government Approvals means all permits, licenses, authorisations, consents, clearances, decrees, waivers, privileges, approvals from and filing with government instrumentalities necessary for the development, construction and operation of the Work.

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.

  • Governmental Requirements means all federal, state, and local laws, statutes, ordinances, rules, regulations, orders, and decrees of any court, administrative body, or tribunal related to the activities and performances under this Agreement.

  • Regulatory Authorizations means all approvals, clearances, authorizations, registrations, certifications, licenses and permits granted by any Regulatory Authority.

  • Sell Authorization means that Partner needs to meet specific training and qualification requirements for the products included in an “On Premise” Product Family that Partner wants to resell as set out in detail in the PartnerEdge Program Guide and the applicable RSPI.

  • Environmental Authority means any foreign, federal, state, local or regional government that exercises any form of jurisdiction or authority under any Environmental Requirement.

  • Environmental Approvals means any present or future permit, licence, approval, ruling, variance, exemption or other authorisation required under the applicable Environmental Laws.

  • Governmental Entities has the meaning ascribed to it in the Purchase Agreement.

  • Material Consents as defined in Section 7.3.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.