Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05

Appears in 3 contracts

Sources: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.05 and Section 4.02 of the Disclosure Schedules.

Appears in 3 contracts

Sources: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliatesparty; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties and their respective Affiliates party in promptly seeking to obtain all such consents, authorizations, orders and approvals, and in preparing all necessary documents that the Seller must file with the Securities and Exchange Commission. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers and Buyer Seller shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.03 of the Disclosure Schedules.

Appears in 2 contracts

Sources: Asset Purchase Agreement (American Brewing Company, Inc.), Purchase Agreement (American Brewing Company, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.03 of the Disclosure Schedules.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Seneca Foods Corp), Asset Purchase Agreement (Paradise Inc)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary DocumentsAgreement. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers The Company and Buyer Parent shall use reasonable best efforts to give all notices to, and obtain all consents from, all required third parties that are described in Section 3.05parties.

Appears in 2 contracts

Sources: Merger Agreement (Romulus Corp.), Merger Agreement (On-Air Impact, Inc.)

Governmental Approvals and Consents. (a) Each party hereto Party shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party Party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities (“Governmental Approvals”) that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Ancillary DocumentsAgreements. Each party Party shall cooperate fully with the other parties Party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05Parties related to the Assumed Contracts and Assumed Permits.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Ammo, Inc.), Asset Purchase Agreement (Ammo, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.05 and Section 4.02 of the Disclosure Schedules.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (Life on Earth, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Schedule 3.02 and Schedule 5.02. (c) Without limiting the foregoing provisions of this Section 3.056.05, Buyer shall use its commercially reasonable efforts to assist Seller and the Company to satisfy the conditions set forth in Section 7.02(e) and Section 7.02(f), and Buyer shall bear all costs and expenses incurred by Buyer in connection with such activities.

Appears in 2 contracts

Sources: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)

Governmental Approvals and Consents. (a) 5.14.1 Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under pursuant to any Law Legal Requirement applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers 5.14.2 Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05Schedules 3.3 and 3.4.

Appears in 1 contract

Sources: Asset Purchase Agreement (Auxilio Inc)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or cause to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party Party or any of its Affiliates; and (ii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party Party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.03 of the Disclosure Schedules.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Prospect Global Resources Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.3 of the Disclosure Schedules.

Appears in 1 contract

Sources: Asset Purchase Agreement (Addvantage Technologies Group Inc)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consentsRequired Consents, authorizations, orders and approvals. (b) Sellers TransTex and Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.4 and Section 5.3 of the Disclosure Schedules.

Appears in 1 contract

Sources: Asset Purchase Agreement (Magnum Hunter Resources Corp)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders orders, and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing impairing, or impeding the receipt of any required consents, authorizations, orders orders, and approvals. (b) The Sellers and the Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.3 of the Disclosure Schedules.

Appears in 1 contract

Sources: Asset Purchase Agreement (Safe & Green Holdings Corp.)

Governmental Approvals and Consents. (a) Each party Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party Party or any of its Affiliates; and (ii) use its commercial best efforts to ensure the valid transfer (or authorization to change ownership) of all Permits from the Companies to ParentCo or a direct or indirect subsidiary of ParentCo as of the Closing such that MedMen and its Affiliates would not suffer any interruption in the operation of the Business as currently conducted after the Closing; and (iii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement Agreement, the transactions contemplated hereby, including the Plan of Arrangement, and the performance of its obligations pursuant to this Agreement and the Ancillary DocumentsAgreement. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05

Appears in 1 contract

Sources: Business Combination Agreement (MedMen Enterprises, Inc.)

Governmental Approvals and Consents. (a) Each party Party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party Party or any of its Affiliates; and (ii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party Party shall cooperate fully with the other parties Parties and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties Parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and use commercially reasonable efforts to obtain all consents from, all third parties that are described in Section 3.056.06(b) of the Disclosure Schedules, if any.

Appears in 1 contract

Sources: Asset Purchase Agreement (Friedman Industries Inc)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary DocumentsEscrow Agreement. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Company and Buyer Parent shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.5 of the Disclosure Schedules.

Appears in 1 contract

Sources: Merger Agreement (AtriCure, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use commercially reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully wilfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use commercially reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.03 of the Disclosure Schedules.

Appears in 1 contract

Sources: Asset Purchase Agreement (Information Services Group Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or to be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05parties, if applicable.

Appears in 1 contract

Sources: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary other Transaction Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers Seller, each Partner, and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.054.03 and Section 5.03

Appears in 1 contract

Sources: Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Governmental Approvals and Consents. (a) Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under the HSR Act) required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other parties party and their respective its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals. (b) Sellers The Company and Buyer Parent shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.053.03 of the Disclosure Schedules.

Appears in 1 contract

Sources: Merger Agreement (OptimizeRx Corp)