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

Filings; Other Actions; Notification. (a) Each of the Sellers and 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 necessary, proper or advisable on its part under the Transaction Documents and Applicable Law to consummate and make effective the 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 any Authority in order to consummate the Transactions. Subject to Applicable Laws relating to the exchange of information, Buyer Parent, Buyer, Private Partnership, Public Partnership and General Partner shall, to the extent practicable, consult the other on and obtain consent with respect to all the information relating to Buyer Parent, Buyer or the 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 in connection with the Transactions and the parties hereto shall cooperate in such efforts. In exercising the foregoing right, Buyer Parent, Buyer and the Sellers shall act reasonably and as promptly as reasonably practicable.

Appears in 1 contract

Sources: Merger Agreement (Nvest Lp)

Filings; Other Actions; Notification. (a) Each of the Sellers The Shareholders and Buyer AQUM 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 the Transaction Documents this Agreement and Applicable Law applicable laws to consummate and make effective the Transactions 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 and/or any Authority Governmental Entity in order to consummate the Transactionstransactions contemplated by this Agreement. Subject to Applicable Laws applicable laws relating to the exchange of information, Buyer ParentAQUM and Shareholders shall have the right to review in advance, Buyer, Private Partnership, Public Partnership and General Partner shall, to the extent practicable, practicable each will consult the other on and obtain consent with respect to on, all the information relating to Buyer Parent, Buyer AQUM or the SellersCompany, 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 and the parties hereto shall cooperate in such effortstransactions contemplated by this Agreement. In exercising the foregoing right, Buyer Parent, Buyer each of the Shareholders and the Sellers AQUM shall act reasonably and as promptly as reasonably practicable. (b) The Shareholders and AQUM each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby for the Second Closing, including promptly furnishing the other with copies of notice or other communications received by AQUM, the Company or the Shareholders, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement. AQUM shall give prompt notice to the other of any change that is reasonably likely to result in a AQUM Material Adverse Effect.

Appears in 1 contract

Sources: Stock Purchase Agreement (Urban Ag. Corp)

Filings; Other Actions; Notification. (a) Each of the Sellers The Seller and Buyer Purchaser 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 the Transaction Documents this Agreement and Applicable Law applicable laws to consummate and make effective the Transactions 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 and/or any Authority Governmental Entity in order to consummate the Transactionstransactions contemplated by this Agreement. Subject to Applicable Laws applicable laws relating to the exchange of information, Buyer ParentPurchaser and Seller shall have the right to review in advance, Buyer, Private Partnership, Public Partnership and General Partner shall, to the extent practicable, practicable each will consult the other on and obtain consent with respect to on, all the information relating to Buyer Parent, Buyer Purchaser or the SellersMSAI, 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 and the parties hereto shall cooperate in such effortstransactions contemplated by this Agreement. In exercising the foregoing right, Buyer Parent, Buyer each of the Seller and the Sellers Purchaser 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: Stock Purchase Agreement (Charys Holding Co Inc)

Filings; Other Actions; Notification. (a) Each of the Sellers a The Company and Buyer shall cooperate with each other and shall use (and shall cause their respective Subsidiaries to use 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 the Transaction Documents this Agreement and Applicable Law applicable Laws to as promptly as practicable consummate and make effective the Transactions 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 and/or any Authority Governmental Entity in order to consummate the Transactions. Whenever this Agreement 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 applicable Laws and the terms of any relevant agreements with third parties relating to the exchange of information, Buyer Parentand the Company shall have the right to review in advance, Buyer, Private Partnership, Public Partnership and General Partner shall, to the extent practicable, practicable each will consult the other on and obtain consent with respect to on, all the information relating to Buyer Parent, Buyer or the SellersCompany, as the case may be, and any of their respective Subsidiaries Subsidiaries, that appear appears in any filing made with, or written materials submitted to, any Authority or third party and/or any Governmental Entity in connection with obtaining the Permits required to consummate the Transactions and the parties hereto shall cooperate in such effortsMergers. In exercising the foregoing right, each of the Company and Buyer Parent, Buyer and the Sellers shall act reasonably and as promptly as reasonably practicable.

Appears in 1 contract

Sources: Asset Purchase Agreement (Armkel LLC)

Filings; Other Actions; Notification. (a) Each of the Sellers The Seller and Buyer Purchaser 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 the Transaction Documents this Agreement and Applicable Law applicable laws to consummate and make effective the Transactions 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 and/or any Authority Governmental Entity in order to consummate the Transactionstransactions contemplated by this Agreement. Subject to Applicable Laws applicable laws relating to the exchange of information, Buyer ParentPurchaser and Seller shall have the right to review in advance, Buyer, Private Partnership, Public Partnership and General Partner shall, to the extent practicable, practicable each will consult the other on and obtain consent with respect to on, all the information relating to Buyer Parent, Buyer Purchaser or the SellersCTSI, 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 and the parties hereto shall cooperate in such effortstransactions contemplated by this Agreement. In exercising the foregoing right, Buyer Parent, Buyer each of the Seller and the Sellers Purchaser 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, 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)