ANTITRUST IMPROVEMENTS ACT COMPLIANCE Sample Clauses

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG and Sub and the Stockholder, ▇▇. ▇▇▇▇▇ and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if UAG or the Stockholder shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholder, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in Section 8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED, HOWEVER, that if UAG or the Stockholder shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholder, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in SECTION 8.2 hereof. In the event that the Stockholder incurs any expense in connection with any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, UAG shall reimburse the Stockholder for such expense unless the Stockholder incurred such expense after UAG notified the Stockholder that UAG intended to terminate the Agreement.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAG, the Stockholders and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG shall pay the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ filing fee relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. The Parties shall use their Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ to terminate or expire at the earliest possible date, and to resist vigorously, at SAG's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if SAG shall determine that continuing such resistance is not in its best interest, SAG may, by written notice to the other Parties, terminate this Agreement with the effect set forth in SS.8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. Buyer, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective Ultimate parent" entities under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust improvements Act of 1976, as amended (the "H.S.R. Act"). and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. Buyer shall pay the H.S.R. filing fee relating to such filings. Buyer (with Company and each JAG Subsidiary's help as may be needed) shall use its Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H.S.R. Act to terminate or expire at the earliest possible date and to resist vigorously, at Buyer's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED, HOWEVER, that if Buyer shall determine in Buyer's sole discretion that continuing such resistance is not in the best interest of Buyer, Buyer may, by written notice to the other Parties, terminate this Agreement with the effect set forth in Article 8.3(c) hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. 21 5.12 USE OF "JAY ▇▇▇OMOTIVE" NAME .......................................... 21 5.13 RELATED PARTY/STOCKHOLDER LOAN ........................................ 21
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG and the Merger Subs and the Stockholders and the Companies, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the H-S-R Act, and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if UAG or the Stockholders shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholders, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in Section 8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. Sunbelt, BAG, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice and any notifications required to be filed by the respective "ultimate parent" entities under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. Sunbelt shall pay the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ filing fee and all legal and other fees, costs and expenses reasonably incurred by any Party relating to such filings. The Parties shall use their Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ to terminate or expire at the earliest possible date, and to resist vigorously, at Sunbelt's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if Sunbelt shall reasonably determine that continuing such resistance is not likely to result in a favorable determination, Sunbelt may, by written notice to the other Parties, terminate this Agreement with the effect set forth in ss.8.2 hereof
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SUNBELT, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "H.S.R. Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. SUNBELT shall pay the H.S.R. fling fee relating to such filings. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H.S.R. Act to terminate or expire at the earliest possible date and to resist vigorously, at SUNBELT'S expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED HOWEVER, that if SUNBELT shall determine that continuing such resistance is not in its best interest, SUNBELT may, by written notice to the other Parties, terminate this Agreement with the effect set for the in SECTION 8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. Certain Changes and Conduct of Business of the Companies..44 5.5 No Intercompany Payables or Receivables...................48 5.6 Negotiations..............................................48 5.7 Consents; Cooperation.....................................48 5.8
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Related to ANTITRUST IMPROVEMENTS ACT COMPLIANCE

  • COMPLIANCE WITH OCCUPATIONAL SAFETY AND HEALTH By submission of a bid in response to this solicitation, the Bidder certifies that all material, equipment, etc., contained in their bid meets all OSHA requirements. Bidder further certifies that if they are the awarded Contractor, and the material, equipment, etc., delivered is subsequently found to be deficient in any OSHA requirements in effect on date of delivery, all costs necessary to bring the material, equipment, etc., into compliance with the aforementioned requirements shall be borne by the Contractor.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • Certification of Compliance with the Energy Policy and Conservation Act When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any mandatory standards and policies relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance with the Act. Does Vendor agree? Yes

  • ▇▇▇▇▇-▇▇▇▇▇ Act compliance IF proposing on PART 2, Texas Statute requires compliance with ▇▇▇▇▇-▇▇▇▇▇ Act, as amended (40 U.S.C. 3141- 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the ▇▇▇▇▇-▇▇▇▇▇ Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part S, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the ▇▇▇▇▇▇▇▇ "Anti-Kickback" Act {40 U.S.C. 314S), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. BY SUBMITTING A PROPOSAL FOR PART 2 OF THIS SOLICITATION, the Vendor agrees, AS REQUIRED BY LAW, to comply with the ▇▇▇▇▇ ▇▇▇▇▇ Act, IF APPLICABLE and if proposing on PART 2 of this solicitation.

  • Americans with Disabilities Act Compliance a. When the Project scope includes work on sidewalks, curb ramps, or pedestrian- activated signals or triggers an obligation to address curb ramps or pedestrian signals, the Parties shall: i. Utilize ODOT standards to assess and ensure Project compliance with Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990 as amended by the ADA Amendments Act of 2008 (together, “ADA”), including ensuring that all sidewalks, curb ramps, and pedestrian-activated signals meet current ODOT Highway Design Manual standards; ii. Follow ODOT’s processes for design, modification, upgrade, or construction of sidewalks, curb ramps, and pedestrian-activated signals, including using the ODOT Highway Design Manual, ODOT Design Exception process, ODOT Standard Drawings, ODOT Construction Specifications, providing a temporary pedestrian accessible route plan and current ODOT Curb Ramp Inspection form; iii. At Project completion, send a completed ODOT Curb Ramp Inspection Form 734- 5020 to the address on the form as well as to State’s Project Manager for each curb ramp constructed, modified, upgraded, or improved as part of the Project. The completed form is the documentation required to show that each curb ramp meets ODOT standards and is ADA compliant. ▇▇▇▇’s fillable Curb Ramp Inspection Form and instructions are available at the following address: b. State shall ensure that temporary pedestrian routes are provided through or around any Project work zone. Any such temporary pedestrian route shall include directional and informational signs, comply with ODOT standards, and include accessibility features equal to or better than the features present in the existing pedestrian facility. State shall also ensure that advance notice of any temporary pedestrian route is provided in acessible format to the public, people with disabilities, and disability organizations at least 10 days prior to the start of construction. c. Agency shall ensure that any portions of the Project under Agency’s maintenance jurisdiction are maintained in compliance with the ADA throughout the useful life of the Project. This includes, but is not limited to, Agency ensuring that: i. Pedestrian access is maintained as required by the ADA, ii. Any complaints received by Agency identifying sidewalk, curb ramp, or pedestrian- activated signal safety or access issues are promptly evaluated and addressed, iii. Any repairs or removal of obstructions needed to maintain Project features in compliance with the ADA requirements that were in effect at the time of Project construction are completed by Agency or abutting property owner pursuant to applicable local code provisions, iv. Any future alteration work on Project or Project features during the useful life of the Project complies with the ADA requirements in effect at the time the future alteration work is performed, and v. Applicable permitting and regulatory actions are consistent with ADA requirements. d. Maintenance obligations in this section shall survive termination of this Agreement.