Governmental Actions. No Governmental Action is or will be required in connection with # the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Amendment or any other Loan Document being executed and delivered in connection with this Amendment to which it is, or is to become, a party, or # the performance by it of the Amended Agreement, in each case, other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.
Filings with Governmental Authorities. Each Permal Entity has filed all material notices of any claim of exemption, registrations, reports, financial statements, sales literature, statements, notices and other material filings (including Forms ADV and Forms PF) relating to such Permal Entity or any Permal Fund required to be filed by it with any Governmental Authority (including filings with the Cayman Islands Monetary Authority and other foreign regulators), including all amendments or supplements to any of the above (the “Permal Filings”) for the past three (3) years. Except as set forth on Section 5.12(f) of the Permal Disclosure Schedule, such Permal Filings were timely filed, were accurate and complete, and complied in all material respects with the requirements of applicable Law.
Notices from Governmental Authorities. has not received from any governmental authority written notice of # any violation of any Laws applicable (or alleged to be applicable) to the Real Property, or any part thereof, that has not been corrected, except as may be reflected by the Property Documents or otherwise disclosed in writing to , or # any pending or contemplated condemnation of the Real Property or any part thereof.
Filings with Governmental Authorities. Each EnTrust Entity has filed all material notices of any claim of exemption, registrations, reports, financial statements, sales literature, statements, notices and other material filings (including Forms ADV and Forms PF) relating to such EnTrust Entity or any EnTrust Fund required to be filed by it with any Governmental Authority (including filings with the Cayman Islands Monetary Authority and other foreign regulators), including all amendments or supplements to any of the above (the “EnTrust Filings”) for the past three (3) years. Such EnTrust Filings were timely filed, were accurate and complete, and complied in all material respects with the requirements of applicable Law.
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, except such filing as may be necessary and/or required for disclosure by the Securities and Exchange Commission or pursuant to state securities or blue sky laws, is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Settlement Agreement.
bring and defend actions and proceedings at law or in equity and before any governmental, administrative or other regulatory agency, body or commission;
Seller’s Trademarks and Trade Dress. After Closing, Buyer shall not use the Company’s pre-Closing trademarks or trade dress that designated it as an affiliate of Seller, although Buyer may continue to operate the Company under the name “Tidewater Environmental Systems, Inc.” as necessary or appropriate until such time as Buyer officially changes the Company’s name. By way of example and not of limitation, Buyer may after Closing continue to use permits and other governmental approvals issued to “Tidewater Environmental Systems, Inc.” until such time as the issuing governmental authorities issue permits or approvals to the renamed Company. Buyer, however, shall take reasonable actions after Closing, and such actions as may be required by any applicable governmental authorities, to minimize confusion for customers with respect to who owns and is affiliated with the Company.
Emmis Actions. Emmis shall have performed and complied with, in all material respects, all of the covenants, obligations and agreements required to be performed by it under this Agreement at or prior to the Closing.
Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of the Agreement.
Corporate Actions. This Award shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. The shares of Stock granted hereunder shall be subject to adjustment in accordance with [Section 5.7] of the Plan.
Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:
Other Actions. To the fullest extent permitted by applicable law, and except as otherwise expressly provided herein, no Indemnitee shall be liable to the Company, any Member, any Unitholder or any other Person bound by this Agreement as a result of or arising out of the activities of the Indemnitee on behalf of the Company to the extent within the scope of the authority reasonably believed by such Indemnitee to be conferred on such Indemnitee, except to the extent such Indemnitee would not be entitled to exculpation or indemnification pursuant to the articles of incorporation and bylaws of (as the same may be amended from time to time).
Other Actions. Promptly after [[Organization B:Organization]]'s request therefor, the Loan Parties shall execute or cause to be executed and deliver to [[Organization B:Organization]] such instruments, assignments, title certificates or other documents as are necessary under the Uniform Commercial Code, the PPSA or other Applicable Law, or that [[Organization B:Organization]] may reasonably request, so at all times to maintain the validity, perfection, enforceability and priority of [[Organization B:Organization]]'s security interest in and Lien on the Collateral or to enable [[Organization B:Organization]] to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, # immediately discharging all Liens other than Permitted Liens, # using commercially reasonable efforts to obtain Lien Waiver Agreements for locations where Collateral is located, # delivering to [[Organization B:Organization]], endorsed or accompanied by such endorsements of, instruments of assignment as [[Organization B:Organization]] may specify with respect to, and stamping or marking in such manner as [[Organization B:Organization]] may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, # entering into warehousing, customs brokers and freight agreements and other custodial arrangements satisfactory to [[Organization B:Organization]], and
Subject to the fulfillment or waiver of the conditions set forth in [Sections 7.1 and 7.3]3], Sellers shall consummate the Closing as soon as practicable after the approval of the Sale Order.
Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our knowledge, after due inquiry, threatened, # against the SPV or the business or any property of the SPV except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or # relating to the Agreement or any other Transaction Document.
SECTION #FDA; Governmental Authorities.
Section # Consents of Governmental Authorities.
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