Action By Governmental Authority Clause Samples

Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling (" Government Action ") which will materially and adversely affect any Borrower’s, any Marine Subsidiary of such Borrower’s, FSI’s, TEC’s, Acquisub’s, PLMI’s, or MILPI’s financial condition, operations or ability to perform or pay such party’s obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Owner Trustee holding record title to any Eligible Inventory for the beneficial interest of such Borrower (or jointly with one or more other Borrowers). Such Borrower or FSI shall have thirty (30) days from the earlier of the date (a) Borrower or FSI, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (A) any monetary liability in the case of Acquisub or any Marine Subsidiary of Acquisub, (B) monetary liability of more than $1,000,000 in the case of any other Borrower or any Marine Subsidiary of such other Borrower, (C) monetary liability of more than $500,000 in the case of FSI, (D) monetary liability of more than $500,000 in the case of TEC, (E) monetary liability of more than $1,000,000 in the case of PLMI, (F) monetary liability of more than $1,000,000 in the case of MILPI, or (G) monetary liability of more than $1,000,000, in the aggregate, in the case of any combination of the foregoing Persons, or (ii) any disqualification of or other limitation on the operation of any Borrower, any Marine Subsidiary of such Borrower, FSI, TEC, Acquisub, PLMI and MILPI, or any of them, which in the reasonable determination of Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's, any Marine Subsidiary's, FSI's, TEC's, or PLMI's financial condition, operations or ability to perform or pay such party's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Owner Trustee. Borrower or FSI shall have thirty (30) days from the earlier of the date (a) Borrower or FSI, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (v) any monetary liability in the case of Borrower or any Marine Subsidiary, (w) monetary liability of more than $500,000 in the case of FSI, (x) monetary liability of more than $500,000 in the case of TEC, (y) monetary liability of more than $1,000,000 in the case of PLMI, or (z) monetary liability of more than $1,000,000, in the aggregate, in the case of any combination of the foregoing Persons, or (ii) any disqualification of or other limitation on the operation of Borrower, any Marine Subsidiary, FSI, TEC, and PLMI, or any of them, which in the reasonable determination of the Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. (a) Any Governmental Authority shall issue any order of conservation, supervision or any other order of like effect relating to Borrower or any Subsidiary which could cause a Material Adverse Effect, (b) any License shall be revoked, the revocation of which could cause a Material Adverse Effect, or (c) any insurance commissioner or any other insurance regulator of any state intervenes or takes any steps towards intervening in the management of the business or operations of Borrower or any Subsidiary, or Borrower or any Subsidiary facilitates or takes any affirmative action with the intention of facilitating such intervention.
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Action By Governmental Authority. If any Governmental Authority imposes a fine or penalty with respect to ▇▇▇▇▇▇▇▇▇'s failure to pay an Imposition in a timely manner or if, following ▇▇▇▇▇▇▇▇▇'s election to contest the amount or validity of any Imposition, ▇▇▇▇▇▇▇▇▇ fails to duly perform or comply with any provision set forth in Section 1.7(c); or
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Action By Governmental Authority. If any Governmental Authority imposes a fine or penalty with respect to Mortgagor's failure to pay an Imposition in a timely manner or if, following Mortgagor's election to contest the amount or validity of any Imposition, Mortgagor fails to duly perform or comply with any provision set forth in Section 1.7(c); or
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's financial condition, operations or ability to perform or pay Borrower's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement or which will similarly affect any Special Purpose Entity that has incurred any Indebtedness with recourse to, or guaranteed by, Borrower, or any Owner Trustee. Borrower shall have thirty (30) days from the earlier of the date (a) Borrower first discovers that it or any such Special Purpose Entity or any Owner Trustee is the subject of Government Action or (b) Agent or any Lender gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (A) monetary liability of more than $1,000,000 in the aggregate, or (ii) any disqualification of or other limitation on the operation of Borrower, any Owner Trustee or any such Special Purpose Entity, or any of them, which in the reasonable determination of Requisite Lenders may have a Material Adverse Effect; or
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Action By Governmental Authority. No Governmental Authority shall have taken or threatened to take any action that could, in the Global Group’s reasonable discretion, have a material adverse effect on any member of the Global Group or its Affiliates.
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Action By Governmental Authority. If Buyer, Company or Shareholder receives notice, whether written or oral, from a Governmental Authority that the Governmental Authority has commenced or intends to commence an Action with respect to the purchase price allocation described in Section 2.4 hereof or the characterization of any gain or loss reflected on the Tax Returns with respect to such purchase price allocation, Tax Returns filed on the basis thereof or other tax matters associated therewith (“Tax Action”), the recipient shall promptly notify the other parties in writing, providing reasonable detail of the facts known to such party associated with such Action and copies of any written correspondence and pleadings received from such Governmental Authority. For purposes of Article X hereof, a Tax Action shall be treated as a Third Party Action, Shareholder shall be the Indemnified Party and Buyer shall be the Indemnifying Party. If a Tax Action results in a Reimbursement Amount being payable to Shareholder, such amount shall be treated as Damages for purposes of Article X hereof and shall be paid by Buyer or Buyer Bank to Shareholder within 30 days following the (a) final adjudication of such Tax Action, beyond all applicable appeal periods or (b) the final settlement of such Tax Action in writing in the manner described in Article X hereof.
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Action By Governmental Authority. Any Governmental Authority enters a decree, order or ruling ("Government Action") which will materially and adversely affect Borrower's or Guarantor's financial condition, operations or ability to perform or pay such party's obligations arising under this Agreement or any instrument or agreement executed pursuant to the terms of this Agreement. Borrower or Guarantor shall have thirty (30) days from the earlier of the date (a) Borrower or Guarantor, as applicable, first discovers it is the subject of Government Action or (b) a Lender or any agency gives notice of Government Action to take such steps as are necessary to obtain relief from the Government Action. For the purpose of this paragraph, "relief from Government Action" means to discharge or to obtain a dismissal of or release or relief from (i) any Government Action so that the affected party or parties do not incur (x) any monetary liability in the case of Borrower, or (y) monetar liability of more than $1,000,000 in the case of Guarantor, or (ii) any disqualification of or other limitation on the operation of Borrower or Guarantor, or either of them, which in the reasonable determination of the Requisite Lenders may have a Material Adverse Effect; or
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Related to Action By Governmental Authority

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

  • 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 is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Consents and Approvals of Governmental Authorities No consent, approval, or authorization of, or declaration, filing, or registration with, any governmental or regulatory authority is required to be made or obtained by the Seller in connection with the execution, delivery, and performance of this Agreement or any of the other Acquisition Documents by the Seller.

  • Notices from Governmental Authority promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and

  • Compliance; Governmental Authorizations (i) Except as set forth on Schedule 2.1(l) of the Disclosure Schedule, the Company and the Subsidiary, to the Company's Knowledge, have complied and are in compliance with all Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders (including those relating to disposal of materials, environmental protection and occupational safety and health) applicable to the Company or the Subsidiary or any of their respective businesses. There are no present or past conditions relating to the Company or the Subsidiary, or relating to any of the Company's or the Subsidiary's property or any appurtenances thereto or improvements thereon, that would reasonably be expected to lead to any material liability against, or have a Material Adverse Effect for violation of any health or safety laws. The Company has not received any written communication during the past five years from any governmental entity that alleges that the Company is not in compliance in any respect with any applicable Federal, state, local and foreign laws, ordinances, regulations, interpretations and orders. To the Company's Knowledge, the Company and the Subsidiary have all Federal, state, local and foreign governmental licenses and permits necessary to conduct their respective businesses as presently being conducted. Such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof, no proceeding is pending or, to the Company's Knowledge, threatened, to revoke or limit any thereof, and the Company does not know of any basis for any such proceeding and the consummation of the transactions contemplated in this Agreement will not result in the non-renewal, revocation or termination of any such license or permit. Except as set forth on Disclosure Schedule 2.1(l), the Company has filed, in a timely manner, all reports required by the rules and regulations of the Securities and Exchange Commission (the "SEC"). (ii) There are no conditions relating to the Company or the Subsidiary or relating to the Company's or the Subsidiary's ownership, use or maintenance of any real property previously owned or operated by the Company or any of its Affiliates, and the Company does not know or have reason to know of any such condition in respect of such real property not related to the ownership, use or maintenance, that could lead to any liability for violation of any Federal, state, county or local laws, regulations, orders or judgments relating to pollution or protection of the environment or any other applicable environmental, health or safety statutes, ordinances, orders, rules, regulations or requirements. The Company and the Subsidiary have received, handled, used, stored, treated, shipped and disposed of all hazardous or toxic materials, substances and wastes (whether or not on its properties or properties owned or operated by others) in compliance with all applicable environmental, health or safety statutes, ordinances, orders, rules, regulations or requirements.