Agreements with Governmental Authorities Clause Samples

Agreements with Governmental Authorities. 3.6.1 Without limiting any other provision of this Agreement, the Concessionaire, subject to Section 3.6.2, will enter into or cause to be entered into any agreement with any Governmental Authority or other person required in connection with the Project or to enable the Concessionaire to perform the Operations in accordance with the terms of this Agreement, provided that if the Province or BCTFA will be bound or affected in any way by any such agreement, the Concessionaire will obtain the approval of the Province or BCTFA (as the case may be) before entering into the agreement (such approval not to be unreasonably withheld). 3.6.2 Notwithstanding Section 3.6.1, if the Province determines in its absolute and unfettered discretion that it is appropriate in the circumstances for the Province and/or BCTFA to be a party or parties to any agreement mentioned in Section 3.6.1, the Concessionaire will assist the Province and/or BCTFA (as the case may be) in entering into such agreement; provided, however, that the Concessionaire will not be relieved of any of its obligations under Section 3.6.1 or any other provision of this Agreement as a result of any such determination by the Province or assistance provided by the Concessionaire, and provided further that if the Province or BCTFA incurs or will incur any liability or obligation under any such agreement, the form and substance of the agreement will be subject to the prior approval of the Province and/or BCTFA (as the case may be) (which approval may be granted or withheld by the Province or BCTFA in its absolute and unfettered discretion) and, as between the Province and/or BCTFA (as the case may be) and the Concessionaire, the Concessionaire will be responsible for such liabilities and the performance of such obligations and will indemnify and hold the Province and/or BCTFA (as the case may be) harmless in respect thereof in a manner satisfactory to each of the Province and/or BCTFA (as the case may be).

Agreements with Governmental Authorities. There are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities which affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.

Agreements with Governmental Authorities. 3.6.1 Without limiting any other provision of this Agreement, the Concessionaire, subject to Sections 3.6.1A, 3.6.1B, 3.6.1C and 3.6.2, will enter into or cause to be entered into any agreement with any Governmental Authority or other person required in connection with the Project or to enable the Concessionaire to perform the Undertakings in accordance with the terms of this Agreement (excluding, for the avoidance of doubt, any of the Permits, Licences and Approvals, the provisions relating to which are contained in Section 3.5 of this Agreement), provided that if the Province or BCTFA will be bound or affected in any way by any such agreement, the Concessionaire will obtain the approval of the Province or BCTFA (as the case may be) before entering into the agreement (such approval not to be unreasonably withheld).

Agreements with Governmental Authorities. Except as set forth on Schedule 3.13, in relation to the Branch Offices or any of the Transferred Assets or Assumed Liabilities, Seller is not a party to any agreement, understanding, consent decree or other arrangement with any Governmental Authority. Except as set forth on Schedule 3.13, Seller has not received written or oral notice from any Governmental Authority indicating that it would oppose or not grant or issue its consent or approval, if required, with respect to the transactions contemplated by this Agreement.

Agreements with Governmental Authorities. (a) The Insurance Subsidiaries are not parties to any written agreement, consent, decree or memorandum of understanding with, or parties to any commitment letter or similar undertaking to, or subject to any cease-and-desist or other order or directive by, or recipients of any extraordinary supervisory letter from, or have adopted any policies, procedures or board resolutions at the request of, any Governmental Authority which restricts materially the conduct of their business, or in any manner relates to their capital adequacy, credit or risk management policies or management. (b) The Insurance Subsidiaries are not subject to any assessments or similar charges arising on account of or in connection with their participation, whether voluntary or involuntary, in any guarantee association or comparable entity established or governed by any state or other jurisdiction, other than any such assessments or charges for which appropriate accruals have been made or appropriate reserves have been established on the Statutory Statements.

Agreements with Governmental Authorities. None of Owner or its Affiliates, Operating Lessee nor to Seller’s knowledge Manager has entered into any unrecorded commitment or agreement with any governmental authority affecting the Hotel or the Property and which could reasonably be expected to have a material adverse effect on the ownership, value or operation of the Hotel or the Property.

Agreements with Governmental Authorities. Neither Buyer nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to or with, or is subject to any order or directive by, any Governmental Authority that, in any such case, would reasonably be expected to, individually or in the aggregate, materially interfere with, impede or delay the transactions contemplated by this Agreement, nor has Buyer or any of its Subsidiaries been advised by any Governmental Authority that it is considering issuing, initiating, ordering or requesting any such agreement, memorandum of understanding, letter, undertaking, order or directive.

Agreements with Governmental Authorities. Except as set forth in Section 3.28 of the Disclosure Schedule, neither the Company nor any Subsidiary is subject to any presently pending cease-and-desist or other order or enforcement action issued by or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since December 31, 2003, a recipient of any supervisory letter from, or since December 31, 2003, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Authority that currently restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each item in this sentence, whether or not set forth in the Disclosure Schedule, a “Company Regulatory Agreement”), nor has the Company or any Subsidiary been advised since December 31, 2003 by any Governmental Authority that it is considering issuing, initiating, ordering, or requesting any such Company Regulatory Agreement.

Agreements with Governmental Authorities. Neither Buyer nor any of its Affiliates is subject to any cease-and-desist or other order or enforcement action issued by a Governmental Authority, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive.