Common use of Filings; Other Actions; Notification Clause in Contracts

Filings; Other Actions; Notification. (a) The Seller and Purchaser shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Purchaser and Seller shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or MSAI, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Seller and Purchaser shall act reasonably and as promptly as practicable. (b) The Seller and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by Purchaser, MSAI or the Seller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a Purchaser Material Adverse Effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Charys Holding Co Inc)

Filings; Other Actions; Notification. (a) The Seller Each of the Sellers and Purchaser Buyer shall cooperate with each other and shall cause their respective Subsidiaries to use their respective reasonable best efforts to, and propose to the Sponsored Investment Companies that they take or cause to be taken all actions, and do or cause to be done all things, things necessary, proper or advisable on its part under this Agreement the Transaction Documents and applicable laws Applicable Law to consummate and make effective the transactions contemplated by this Agreement Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or and any Governmental Entity Authority in order to consummate the transactions contemplated by this AgreementTransactions. Subject to applicable laws Applicable Laws relating to the exchange of information, Purchaser Buyer Parent, Buyer, Private Partnership, Public Partnership and Seller shall have the right to review in advanceGeneral Partner shall, and to the extent practicable each will practicable, consult the other on, on and obtain consent with respect to all the information relating to Purchaser Buyer Parent, Buyer or MSAIthe Sellers, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any Authority or third party and/or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions and the parties hereto shall cooperate in such efforts. In exercising the foregoing right, each of Buyer Parent, Buyer and the Seller and Purchaser Sellers shall act reasonably and as promptly as reasonably practicable. (b) The Seller and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by Purchaser, MSAI or the Seller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a Purchaser Material Adverse Effect.

Appears in 1 contract

Sources: Merger Agreement (Nvest Lp)

Filings; Other Actions; Notification. (a) The Seller and Purchaser shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Purchaser and Seller shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or MSAICTSI, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Seller and Purchaser shall act reasonably and as promptly as practicable. (b) The Seller and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by Purchaser, MSAI CTSI or the Seller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a Purchaser Material Adverse Effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Charys Holding Co Inc)

Filings; Other Actions; Notification. (a) The Buyer, Dan▇▇▇ ▇. ▇▇▇▇▇ ▇▇d Seller and Purchaser shall cooperate with each other and use their respective best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its or his part under this Agreement and applicable laws Laws to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly soon as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity Body in order to consummate the transactions contemplated by this Agreement. Subject to applicable laws Laws relating to the exchange of information, Purchaser Buyer and Seller shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser or MSAIBuyer and Seller, as the case may be, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity Body in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Buyer and Seller and Purchaser shall act reasonably and as promptly as practicable. (b) The Buyer and Seller each shall, upon request by the other, furnish the other with all information concerning itself, its directors, officers and Purchaser stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer or Seller to any third party and/or any Governmental Body in connection with the transactions contemplated by this Agreement. (c) Subject to any confidentiality obligations and the preservation of any attorney-client privilege, Buyer and/or Dan▇▇▇ ▇. ▇▇▇▇▇ ▇▇d Seller each shall keep the other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice notices or other communications received or made by Purchaser, MSAI or the Buyer and/or Dan▇▇▇ ▇. ▇▇▇▇▇ ▇▇ Seller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a Purchaser Material Adverse Effectconnection therewith.

Appears in 1 contract

Sources: Stock Purchase Agreement (Insurance Management Solutions Group Inc)

Filings; Other Actions; Notification. (a) a The Seller Company and Purchaser Buyer shall cooperate with each other and shall use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable laws Laws to as promptly as practicable consummate and make effective the transactions contemplated by this Agreement as soon as practicableTransactions, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations Permits necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the transactions contemplated by Transactions. Whenever this AgreementAgreement requires the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause each of its relevant Subsidiaries to take such action and a guarantee of the performance thereof. Subject to applicable laws Laws and the terms of any relevant agreements with third parties relating to the exchange of information, Purchaser Buyer and Seller the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Purchaser Buyer or MSAIthe Company, as the case may be, and any of their respective Subsidiaries, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with obtaining the transactions contemplated by this AgreementPermits required to consummate the Transactions and the Mergers. In exercising the foregoing right, each of the Seller Company and Purchaser Buyer shall act reasonably and as promptly as practicable. (b) The Seller and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notice or other communications received by Purchaser, MSAI or the Seller, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. Purchaser shall give prompt notice to the other of any change that is reasonably likely to result in a Purchaser Material Adverse Effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Armkel LLC)