Governmental Approvals and Other Third-Party Consents Sample Clauses
The 'Governmental Approvals and Other Third-Party Consents' clause requires the parties to obtain all necessary permissions, licenses, or consents from government authorities and relevant third parties before proceeding with the agreement or specific actions under it. This may include securing building permits, regulatory approvals, or permissions from landlords or lenders, depending on the nature of the transaction. The core function of this clause is to ensure that all legal and contractual prerequisites are satisfied, thereby preventing delays, legal violations, or unenforceable obligations due to missing approvals or consents.
Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its commercially reasonable 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. Each Party shall cooperate fully with each other Party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The 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) Notwithstanding anything in this Section 5.5 or elsewhere in this Agreement to the contrary, neither of the Buyers nor any of its Affiliates shall be required to (i) (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or to hold separate, or (B) proffer, propose, negotiate, offer to effect or consent, commit or agree to any sale, divestiture, lease, licensing, transfer, disposal, divestment or other encumbrance of, or to hold separate, in each case before or after the Closing, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies, or (ii) take or agree to take any other action, or agree or consent to any limitations or restrictions on the freedom of action with respect to, or its ability to own, retain or make changes in, any assets, licenses, operations, rights, businesses or interests of either Buyer or any of its Affiliates or of the Acquired Companies.
(c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of any Party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Sellers or the Acquired Companies with Governmental Authorities in the ordinary course of business consistent with past practice, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party or Parties hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider i...
Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all shareholder approvals and other 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. Each party shall cooperate fully with the other party 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. Notwithstanding the foregoing, no party hereto shall be required to agree to any divestitures, licenses, hold separate arrangements, mitigation agreements or similar matters, including covenants affecting business operating practices, if such divestitures, licenses, arrangements, agreements or similar matters, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, assets and liabilities (contingent or otherwise), taken together, or financial condition of the Company or Buyer, respectively.
(b) The Company shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.04 of the Disclosure Schedule. Each party shall be responsible for paying those fees or expenses incurred in such party’s efforts to obtain consents or approval from those third parties from whom consent or approval is sought.
Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its 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 other Transaction Documents. Each party shall cooperate with the other party and 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. Buyer and Seller agree that each party hereto will bear fifty percent (50%) of all filing fees and other costs incurred in connection with compliance with notification and reporting requirements under the HSR Act with respect to the transactions contemplated by this Agreement.
(b) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the Parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall (i) give reasonable advance notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact, and consult with the other party a reasonable time in advance of any and all such meetings and consider in good faith the views of such other party regarding the matters to be presented and discussed a...
Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its 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. Each party shall cooperate fully with the other party and its Representatives and Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Each party hereto agrees not take any action that is reasonably likely to have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
(b) Seller shall use its reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 of the Disclosure Schedules. Buyer shall use its reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.02 of the Disclosure Schedules; provided, however, that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested.
Governmental Approvals and Other Third-Party Consents. Each party will, as promptly as possible, use commercially reasonable efforts to obtain, or cause to be obtained, all consents (including those described in Section 3.05 of the Disclosure Schedules and Section 4.02 of the Buyer Disclosure Schedules), authorizations, Permits, orders and approvals from all Governmental Authorities or other third parties that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement; provided, however, that such action shall not include any requirement of Buyer, Sellers or any of their respective Affiliates (including the Company) to expend money (other than incidental fees and expenses), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party, or enter into any settlement, undertaking, consent decree, stipulation or agreement with any Person. Each party will cooperate fully with the other parties and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, Permits, orders and approvals. The parties will not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, Permits, orders and approvals.
Governmental Approvals and Other Third-Party Consents. CTP shall comply with the Company’s obligations and Buyer shall comply with Buyer’s obligations, in each case, set forth in Section 5.04 of the MTA.
Governmental Approvals and Other Third-Party Consents. (a) Each Party shall, as promptly as possible, use its 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. Each Party shall cooperate fully with the other Parties and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The 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 or approvals.
(b) Sellers and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties; provided, however, that no Seller shall be obligated to pay any consideration therefor to any third party from whom consent or approval is requested unless such Seller is contractually obligated under the terms of the particular agreement to make such payment.
Governmental Approvals and Other Third-Party Consents i. Each Party hereto shall, as promptly as possible, use commercially reasonable 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 the performance of its obligations pursuant to this Agreement. Each Party shall cooperate fully with the other Party and 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.
ii. The Parties shall use commercially reasonable efforts to give all required notices to, and obtain all consents from, any Governmental Authority.
Governmental Approvals and Other Third-Party Consents. (a) Each party hereto shall, as promptly as possible, use its commercially reasonable 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. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.
(b) Sellers shall use commercially reasonable efforts to give all notices to, and seek all consents from, all third parties that are described in Schedule 6.11(b) (the “Consents”); provided, however, that Sellers shall not be obligated to pay any consideration to any third party from whom such Consent is requested. With respect to Consents required to transfer Contracts or Permits hereunder, the condition set forth in Section 7.2(c)(viii) shall not be deemed satisfied to the extent that such Consent contains any material modification of or other material changes to the terms and conditions of such Contracts or Permits.
Governmental Approvals and Other Third-Party Consents. (a) Meizhou Seller shall comply with the Company’s obligations and Buyer shall comply with Buyer’s obligations, in each case, set forth in Section 5.04 of the MTA.
(b) Meizhou Seller and Buyer shall cooperate to obtain an approval letter and an approval certificate issued by the MOC and a business license issued by the AIC as set forth in Section 5.11. Without limiting the generality of each party’s undertaking pursuant to this Section 5.06, Buyer and Meizhou Seller shall cooperate in connection with any filing related to foregoing mentioned approval letter, approval certificate and business license.
(c) The parties hereto agree that, in order to comply with customary procedures of the MOC, the Purchase and Sale Agreement substantially in the form attached hereto as Exhibit A (“Short Form Agreement”) shall be executed on the date hereof and submitted to the MOC, in lieu of this Agreement, as the instrument evidencing the agreement of the parties to this Agreement with respect to the purchase of the Meizhou Equity Interest; provided: (i) in no event shall the Short Form Agreement be deemed to govern the transactions contemplated hereby or create any rights or obligations in addition to those set forth herein, (ii) in the event of any inconsistency between the statements in the body of this Agreement and the Short Form Agreement, the statements in the body of this Agreement will control, and (iii) in no event shall the parties be obligated to close the Short Form Agreement unless and until the conditions contained in this agreement have been satisfied or waived.