Communication with Governmental Authorities Clause Samples

Communication with Governmental Authorities. The Purchaser and its representatives and consultants shall have the right to review building department, health department and other local Governmental Authority records with respect to the Real Property and the operation of the Business and request written or verbal confirmation of zoning and any other compliance by the Real Property or the Business with any Applicable Laws.

Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1 and except as otherwise permitted or required by this Agreement, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, Purchaser and its representatives and consultants shall have the right, without any requirement to obtain the consent of Seller, to (i) review building department, health department and other local Governmental Authority records with respect to the Real Property and the operation of the Business and to request confirmations or certifications from zoning or land use authorities or departments regarding the compliance of the Property with zoning and land use laws, and (ii) apply to the applicable Governmental Authority for any licenses or permits necessary or desirable for the Purchaser’s continued operation of the Business after the Closing.

Communication with Governmental Authorities. ▇▇▇▇▇▇▇ shall not, without the consent of Spectrum, initiate any correspondence or communication with the FDA or with any other United States domestic Governmental Authority (including adverse drug experience reports and serious adverse drug experience reports to the FDA and/or other United States domestic Governmental Authorities), concerning a Product or an ARA for a Product. Furthermore, ▇▇▇▇▇▇▇ shall, promptly upon receipt of any communication from the FDA or from any other United States domestic Governmental Authority relating to a Product or an ARA for a Product, forward a copy or description of the same to Spectrum and respond to all inquiries by Spectrum relating thereto. Spectrum shall, promptly upon receipt of any communication from the FDA or from any other United States domestic Governmental Authority relating to a Product or an ARA for a Product, forward a copy or description of the same to ▇▇▇▇▇▇▇ and respond to all inquiries by ▇▇▇▇▇▇▇ relating thereto. ▇▇▇▇▇▇▇ will promptly inform Spectrum of any serious adverse events or deaths anywhere in the world associated with the use of the Products.

Communication with Governmental Authorities. Except as otherwise expressly provided herein, neither Purchaser nor Investigating Party’s Representatives shall contact any Governmental Authority with respect to the Transaction without Seller Parent’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) and giving Seller Parent the opportunity to participate.

Communication with Governmental Authorities. Except for matters that would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries nor any manufacturing site owned by the Company nor, to the knowledge of the Company, any contract manufacturer of the Company’s products has been subject to a shutdown or import or export prohibition by the U.S. Federal Trade Commission, the FDA, the U.S. Department of Health and Human Services Office of Inspector General (“HHS-OIG”) or any other Governmental Authority (including those having authority following consummation of the transactions contemplated hereby) in the last three years.

Communication with Governmental Authorities. The Purchaser and its representatives and consultants shall have the right to review building department, health department and other local Governmental Authority records with respect to the Assets and the operation of the Businesses and, in consultation and coordination with the Sellers, request written or verbal confirmation of zoning and any other compliance by the Assets or the Businesses with any Applicable Laws. At the request of the Purchaser, the Sellers shall promptly execute and deliver to the Purchaser letters and authorizations addressed to such applicable Governmental Authorities having jurisdiction as may be requested by the Purchaser or its solicitors from time to time, acting reasonably, authorizing each such Governmental Authority to release to the Purchaser all information that such authority may have with respect to the Assets but the Sellers will not authorize nor will the Purchaser request any such Governmental Authority to inspect the Real Property.

Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1 hereof, Purchaser shall be permitted to communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business, provided that Purchaser shall give prior notice to Seller.

Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 8.1.1, Purchaser shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property or the Business prior to the expiration of the Due Diligence Period.

Communication with Governmental Authorities. Without limiting the generality of the provisions in Section 6.1.1, Purchaser shall not, through its contractors, consultants, agents, representatives or any other Person (including, without limitation, Purchaser’s Inspectors), directly or indirectly, communicate with any Governmental Authority or any official, employee or representative thereof, involving any matter with respect to the Property prior to the expiration of the Due Diligence Period without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing contained in this Agreement shall prohibit Purchaser from accessing publicly available databases and records with respect to obtaining information in connection with a Phase I environmental report or a Property physical condition report or reviewing zoning, building code compliance and entitlements.