Termination for Governmental Authority Intervention Clause Samples

Termination for Governmental Authority Intervention. In the event Client terminates this Agreement pursuant to Section 22.02(g), Client shall pay the Termination Fees under this Agreement identified in Schedule C to the applicable Service Agreement that are the same Termination Fees that Client is obliged to pay in the event of a termination of this Agreement for Change of Control of Service Provider and subject to the same payment schedule as is set out for Change of Control of Service Provider.
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Termination for Governmental Authority Intervention. If, during the Term, Client and/or Client Affiliates have been notified by a Governmental Authority that Client and/or Client Affiliates can no longer continue to outsource some or all of the business processes or services outsourced to Service Provider under this Agreement, Client shall immediately notify Service Provider. In the event of such notice, the Parties will meet within a period of [***]* following the day on which the notice is sent, at such time and at such place as the Parties will determine, and will use their best efforts to resolve the matter working cooperatively and in good faith within a further period of [***]*. Any Changes, including a termination of some but not all of the Services will be handled through Change Control. If the Parties are not able to resolve the matter within such period, provided that Client has first used its Commercially Reasonable Efforts, for a reasonable period, to identify alternative solutions to obtain the required approval of the Governmental Authority, Client shall be entitled to terminate this Agreement on at least [***]* notice (unless a shorter period is required by the Governmental Authority) and upon payment of a Termination Fees that apply in the event Client terminates the Agreement for Change of Control of Service Provider or Change of Control of Exult Canada Parent and as set forth in each Service Agreement then in effect. Service Provider agrees to continue to provide the Services and provide Termination Assistance Services in accordance with this Agreement unless prohibited by Governmental Authority.
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Related to Termination for Governmental Authority Intervention

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement or the transactions contemplated hereby.

  • Governmental and Third Party Approvals The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect.

  • 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.

  • Governmental Body “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).

  • Governmental Authorities; Consents No action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority or notice, approval, consent waiver or authorization from any Governmental Authority is required on the part of Acquiror with respect to the execution or delivery and performance of this Agreement by Acquiror or any Transaction Agreement to which any of Acquiror is a party, as applicable, or the consummation of the Transactions or the transactions contemplated thereby, except for (a) applicable requirements of the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement (and the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act or, if the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC) and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Agreements or the Transactions or the transactions contemplated thereby, (c) such filings with and approval of Nasdaq to permit the Acquiror Common Stock to be issued in connection with the Transactions and the other Transaction Agreements to be listed on the Nasdaq, (d) the Acquiror Stockholder Approval, or (e) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.