Registrations; Regulatory Matters Clause Samples

The "Registrations; Regulatory Matters" clause outlines the parties' obligations regarding obtaining and maintaining necessary licenses, permits, or approvals from relevant regulatory authorities. In practice, this clause typically requires each party to ensure compliance with applicable laws and regulations, such as securing product registrations or adhering to industry-specific standards. Its core function is to allocate responsibility for regulatory compliance, thereby reducing legal risk and ensuring that the transaction or ongoing operations remain lawful and uninterrupted.
Registrations; Regulatory Matters. All Registrations held by Seller with respect to the CV Products are listed on Attachment 2.1(e). The Registrations are owned exclusively by Seller. To Seller’s Knowledge, all of the Registrations are valid and in full force and effect as of the Effective Date. The Registrations (i) are in the name of Seller; and (ii) except as set forth in Schedule 6.6(l) of the Disclosure Schedule, constitute all licenses, permits, approvals, qualifications, authorizations or requirements of any Governmental Entity in the applicable Territory necessary to manufacture and sell the Marketed Products in the applicable Territory. Seller has furnished Buyer with access to a complete copy of the NDA, including all amendments and supplements thereto. Each of the Registrations has been approved by the FDA or other relevant Governmental Entity, as the case may be, and each of the Registrations is in good standing with the FDA or other relevant Governmental Entity, as the case may be. There is no action or proceeding by any Governmental Entity pending or, to the Knowledge of Seller as of the Closing Date, threatened seeking the revocation or suspension of any Registration relating to the manufacture or sale of the Marketed Products in the applicable Territory.
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Registrations; Regulatory Matters. (i) The Seller shall use commercially reasonable efforts to maintain (A) Manorhaven’s registration as a registered “broker-dealer” under the Exchange Act and under the laws of each state in which Manorhaven is registered as a broker-dealer and (B) Manorhaven’s membership in FINRA and each other SRO necessary for the operation of its business. (ii) The Seller shall cause Manorhaven: (A) to use commercially reasonable efforts to take action to maintain its broker-dealer licenses, memberships or registrations necessary or desirable in the normal conduct of its business; (B) to use commercially reasonable efforts to comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with Net Capital Requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (C) to deliver to Purchaser a copy of each Focus Report filed with the SEC and (D) to, to the extent legally permissible, promptly deliver copies of each material notice or other material correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of Manorhaven.
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Registrations; Regulatory Matters. All Registrations held by Seller as of the Effective Date with respect to the Product are listed on Attachment 2.1(c). The Registrations are owned exclusively by Seller. To Seller’s Knowledge, all of the Registrations are valid and in full force and effect as of the Effective Date. Seller has furnished Buyer with access to a complete copy of the IND, NDA, and orphan-drug designation request including all amendments and supplements thereto. Each of the Registrations has been approved by the FDA or other relevant Governmental Entity, as the case may be, each of the Registrations is in good standing with the FDA or other relevant Governmental Entity, as the case may be and Seller is in compliance with such Registrations. There is no action or proceeding by any Governmental Entity pending or, to the Knowledge of Seller as of the Closing Date, threatened seeking the revocation or suspension of any Registration relating to the Product.
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Registrations; Regulatory Matters. (a) The Company shall maintain (i) MS&Co.’s registration as a registered “broker-dealer” under the Exchange Act and under the laws of each state in which MS&Co. is registered as a broker-dealer and, (ii) MS&Co.’s membership in FINRA and each other SRO necessary for the operation of its business. (b) The Company shall cause MS&Co. (i) to take all action to maintain all rights, privileges, broker-dealer licenses and memberships, broker-dealer registrations necessary or desirable in the normal conduct of its business (ii) to comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with net capital requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (iii) to deliver to Buyer’s Representative a copy of each Focus Report filed with the SEC and (iv) to promptly deliver copies of each notice or other correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of MS&Co. (c) The Company shall maintain SIA’s status as registered “investment adviser” under the Advisers Act. (d) The Company shall cause SIA to (i) take all action to maintain all rights, privileges and investment adviser registrations necessary or desirable in the normal conduct of its business, (ii) to comply with all rules and regulations of the SEC applicable to it and, to the extent applicable, all similar, equivalent or comparable foreign statutes, rules, regulations, and other regulatory requirements, and (iii) unless previously delivered, to promptly deliver to Buyer copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of SIA. (e) If consent is required by applicable Law or by the Advisory Agreement of any SIA Client for the deemed assignment of the Advisory Agreement with such SIA Client, then as promptly as practicable following the date of this Agreement, the Company shall cause SIA to prepare and deliver to each such SIA Client a written notice (the “Client Notice”) informing such SIA Client of such deemed assignment and of the transactions contemplated by this Agre...
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Registrations; Regulatory Matters. (i) The Sellers shall use commercially reasonable efforts to maintain (A) ▇▇▇▇▇▇’▇ registration as a registered “broker-dealer” under the Exchange Act and under the laws of each state in which ▇▇▇▇▇▇ is registered as a broker-dealer and (B) ▇▇▇▇▇▇’▇ membership in FINRA and each other SRO necessary for the operation of its business. (ii) The Sellers shall cause ▇▇▇▇▇▇: (A) to use commercially reasonable efforts to take action to maintain its broker-dealer licenses, memberships or registrations necessary or desirable in the normal conduct of its business; (B) to use commercially reasonable efforts to comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with Net Capital Requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (C) to deliver to Purchaser a copy of each Focus Report filed with the SEC and (D) to, to the extent legally permissible, promptly deliver copies of each material notice or other material correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of ▇▇▇▇▇▇.
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Registrations; Regulatory Matters. (a) Ownership Pfizer shall have exclusive ownership of all existing and future Registrations and Other Registrations. Unless otherwise agreed by the parties with respect to any Registration or Other Registration, Draxis and DAHI shall, without delay after the Effective Date, register Pfizer as the sponsor or marketing authorization holder for all existing or pending Registrations and Other Registrations, provided that Pfizer shall be responsible for any governmental charges related to making any such transfer. As the owner of the Registrations and Other Registrations, Pfizer shall perform all activities necessary to lawfully and adequately administer, manage, maintain, supplement, and amend the Registrations and Other Registrations.
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Registrations; Regulatory Matters. Schedule 6.10 of the Disclosure Schedule sets forth all marketing approvals or pricing approvals in jurisdictions outside the United States relating to the Product which are not owned by Seller or its Affiliates (the “Non-U.S. Marketing Approvals”). All of the Registrations set forth on Attachment 2.1(e) and the Non-U.S. Marketing Approvals set forth in Schedule 6.10 are valid and in full force and effect as of the Effective Date. Seller has furnished Buyer with access to a complete copy of the NDA, including all amendments and supplements thereto, and has provided Buyer with opportunity to review and evaluate the NDA and its regulatory status. Each of the NDA, Registrations and Non-U.S. Marketing Approvals has been approved by the FDA or other relevant Governmental Entity, as the case may be, and each of the NDA, Registrations and Non-U.S. Marketing Approvals is in good standing with the FDA or other relevant Governmental Entity, as the case may be. The NDA and Registrations in Attachment 2.1(e) are owned exclusively by Seller. All of the Non-U.S. Marketing Approvals are owned by distributors of Seller and Seller has the rights to each such Non-U.S. Marketing Approval as provided in the relevant distribution agreement included within the Assumed Contracts. There is no action or proceeding by any Governmental Entity pending or, to the Knowledge of Seller as of the Closing Date, threatened seeking the revocation or suspension of any NDA, Registration or Non-U.S. Marketing Approval relating to the manufacture or sale of the marketed Product in the Territory.
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Registrations; Regulatory Matters. (i) The Seller shall use commercially reasonable efforts to maintain (A) WPS’s registration as a registered “broker-dealer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and under the laws of each state in which WPS is registered as a broker-dealer and (B) WPS’s membership in FINRA and each other SRO necessary for the operation of its business. (ii) The Seller shall cause WPS: (A) to use commercially reasonable efforts to take action to maintain its broker-dealer licenses, memberships or registrations necessary or desirable in the normal conduct of its business; (B) to use commercially reasonable efforts to comply with all rules and regulations of the SEC and FINRA applicable to it (including such rules and regulations dealing with Net Capital Requirements) and, to the extent applicable, all similar, equivalent or comparable state or foreign statutes, rules, regulations and other regulatory requirements, including all state “blue-sky” laws, (C) to deliver to Purchaser a copy of each Focus Report filed with the SEC and (D) to the extent legally permissible, promptly deliver copies of each material notice or other material correspondence received from the SEC, FINRA or other SRO (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation by such agency regarding financial or other operational results of WPS.
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Related to Registrations; Regulatory Matters

  • Regulatory Matters The parties will negotiate in good faith to resolve regulatory criticisms or concerns expressed by the Office of the Comptroller of the Currency or other U.S. federal or state banking Regulators that can reasonably be addressed through a modification of the Agreement or adoption of mutually agreeable policies or procedures to prevent or resolve a Material Default described by clause (iii) of such definition, subject to applicable legal requirements including restrictions on disclosing confidential supervisory information.

  • Regulatory Applications (a) Summit and GAFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Summit and GAFC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

  • Certain Regulatory Matters The clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its subsidiaries that are described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus were and, if still pending, are being conducted in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that are described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus are accurate and complete in all material respects and fairly present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, neither the Company nor its subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests. For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any foreign, state or local governmental body exercising comparable authority. The Company has established and administers a compliance program applicable to the Company and its subsidiaries, to assist the Company, its subsidiaries and their directors, officers and employees of the Company and its subsidiaries in complying with applicable regulatory guidelines (including, without limitation, those administered by the FDA and any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). Except as would not be reasonably expected to result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has failed to file with the applicable regulatory authorities (excluding the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) any filing, declaration, listing, registration, report or submission that is required to be so filed. Neither the Company nor any of its subsidiaries has failed to file with the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA, any filing, declaration, listing, registration, report or submission that is required to be so filed. All such filings were in material compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory authority (including, without limitation, the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) with respect to any such filings, declarations, listings, registrations, reports or submissions.

  • Regulatory Filing In the event that this Interconnection Service Agreement contains any terms that deviate materially from the form included in Attachment O of the Tariff, Transmission Provider shall file the Interconnection Service Agreement on behalf of itself and the Interconnected Transmission Owner with FERC as a service schedule under the Tariff within thirty days after execution. Interconnection Customer may request that any information so provided be subject to the confidentiality provisions of Section 17 of this Appendix 2. An Interconnection Customer shall have the right, with respect to any Interconnection Service Agreement tendered to it, to request (a) dispute resolution under Section 12 of the Tariff or, if concerning the Regional Transmission Expansion Plan, consistent with Schedule 5 of the Operating Agreement, or (b) that Transmission Provider file the agreement unexecuted with the Commission. With the filing of any unexecuted Interconnection Service Agreement, Transmission Provider may, in its discretion, propose to FERC a resolution of any or all of the issues in dispute between or among the Interconnection Parties.

  • Tax and Regulatory Matters No Buyer Entity or, to the Knowledge of Buyer, any Affiliate thereof has taken or agreed to take any action, and Buyer does not have any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (i) prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any of the Requisite Regulatory Approvals.