Regulatory and Other Matters Clause Samples
The "Regulatory and Other Matters" clause sets out the parties' obligations to comply with applicable laws, regulations, and official requirements relevant to the agreement. It typically requires each party to obtain necessary permits, licenses, or approvals and to notify the other party of any regulatory changes that may impact the contract. This clause ensures that both parties remain legally compliant throughout the duration of the agreement, thereby reducing the risk of legal penalties or contract breaches due to regulatory issues.
Regulatory and Other Matters. (a) The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all third parties and Governmental Entities and Consents that are necessary or advisable to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand or East, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase and each Party will keep the other apprised of the status of matters relating to completion of the Stock Purchase.
(b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as m...
Regulatory and Other Matters. 12.1 During the Manufacturing Period, except as may otherwise be agreed, Licensee shall refer any significant complaints or reports of incidents which it or any of its Affiliates receives concerning the Product affecting quality to Licensor within seven (7) Business Days of Licensee’s receipt of the same, provided, that all complaints concerning suspected or actual Product tampering, contamination or mix-up shall be delivered within two (2) Business Days of receipt of the same by Licensee or any Affiliate or subcontractor of Licensee. For the avoidance of doubt, to the extent that any such complaint amounts to or relates to an adverse reaction the terms of the pharmacovigilance procedures set out in the Safety and Quality Agreement shall apply in relation to such complaint; in the event of any inconsistency between the application of this Clause 12.1 and the Safety and Quality Agreement, the terms of the Safety and Quality Agreement shall prevail.
12.2 In addition to the requirements of Clause 12.1 and the Safety and Quality Agreement, during the Manufacturing Period, each Party agrees to keep the other Party informed, commencing within two (2) Business Days of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Regulatory Authority, which: (a) raises any material concerns regarding the safety or efficacy of any Product; (b) which indicates or suggests a potential material liability for either Party to Third Parties arising in connection with any Product; or (c) which is reasonably likely to lead to a recall of any Product, including in all cases, but not limited to:
12.2.1 Regulatory Authority inspections of manufacturing, distribution or other related facilities, in which Product is manufactured, stored or otherwise present;
12.2.2 receipt of a warning letter from any Regulatory Authority relating to any Product; or
12.2.3 initiation of any Regulatory Authority investigations, detention, seizure or injunction concerning any Product.
12.3 Within thirty (30) days of expiry of the Manufacturing Period the Parties shall enter into a safety agreement to cover the Parties’ ongoing responsibilities regarding safety issues, pharmocovigilence and adverse event reporting.
Regulatory and Other Matters. 65 8.1. HRB and FNFG Shareholder Meetings...........................65 8.2. Joint Proxy Statement-Prospectus............................66 8.3. Regulatory Approvals........................................67 8.4. Affiliates..................................................67
Regulatory and Other Matters. 50 8.1. LIFC Stockholder Meeting....................................50 8.2. Proxy Statement-Prospectus..................................50 8.3. Regulatory Approvals........................................51 (ii)
Regulatory and Other Matters. The issuance of any cease and desist order against Borrower, any Subsidiary Holding Company or any Subsidiary Bank and/or the entry of any memorandum of understanding or other agreement between Borrower, any Subsidiary Holding Company or any Subsidiary Bank and any Regulatory Agency and any amendment or modification of the foregoing, regardless of whether the same is voluntary or involuntary; (b) the receipt of any written communication from any Regulatory Agency or the receipt of any request from any Regulatory Agency for a meeting with the executive officers or board of directors of Borrower, any Subsidiary Holding Company or any Subsidiary Bank, or (c) any material modification of the terms of any agreement related to the sale of ▇▇▇▇▇ County State Bank, an Illinois banking corporation (“▇▇▇▇▇ County”), or Marine Bank & Trust, an Illinois banking corporation (“Marine”), including any modification that is likely to result in the purchase price or the proceeds from such sale to be reduced or any termination of any agreement relating the sale of such banks, within 24 hours after learning of the occurrence thereof.”
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-
Regulatory and Other Matters. 8.1. Meeting of Premier Stockholders; Proxy Statement-Prospectus; Merger Registration Statement. 8.2. Regulatory Approvals.
Regulatory and Other Matters. All transactions negotiated or conducted utilizing ICE CHAT will be settled directly between Subscriber and the relevant counterparty in accordance with any separate agreements between Subscriber and such counterparty. ICE CHAT is not (i) a multilateral trade execution facility and does not function as a trading facility within the meaning of Section 1a (33) of the Commodity Exchange Act (“CEA”), (ii) a broker-dealer, exchange or alternative trading system for purposes of the Securities Exchange Act of 1934, as amended, or (iii) an entity or person in any jurisdiction outside of the United States of America having qualifications similar to the qualifications referenced in Sections 3(i) and (ii) of this Annex.
Regulatory and Other Matters. All transactions negotiated or conducted utilizing ICE IM will be settled directly between Subscriber and the relevant counterparty in accordance with any separate agreements between Subscriber and such counterparty. ICE IM is not (i) a multilateral trade execution facility and does not function as a trading facility within the meaning of Section 1a
Regulatory and Other Matters. 71 6.2. Access to Information............................................... 73 6.3. Legal Conditions to Merger.......................................... 77 6.4. Affiliates.......................................................... 78 6.5.