Governmental Reviews Clause Samples

Governmental Reviews. (a) Seller and Purchaser shall each in a timely manner make (or cause their applicable Affiliates to make) (i) all required filings, and prepare applications to, and conduct negotiations with, each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. Purchaser shall bear the cost of all filing or application fees payable to any Governmental Authority with respect to the transactions contemplated by this Agreement, regardless of whether Purchaser, Seller, or any Affiliate of any of them is required to make the payment. (b) Without limitation of Section 12.4, on or before the Closing Date, Purchaser shall post or obtain such Credit Support that is set forth on Schedule 4.18 as may be required for Purchaser’s ownership of the Assets, and shall provide Seller with evidence of the same. (c) Promptly after Closing, Purchaser (with the assistance of Seller, subject to Section ‎12.3) shall make all filings with any applicable Governmental Authority (including in each applicable county), as may be required to properly assign and transfer the Assets from Seller to Purchaser.

Governmental Reviews. (a) The Contributor Parties and the Acquiror Parties shall each in a timely manner (i) make (or cause their applicable Affiliates to make) all required filings, and prepare applications to, and conduct negotiations with, obtain consents, approvals or actions of, and give all notices to each Governmental Authority or any other Person as to which such filings, applications, negotiations, consents, approvals, actions or notices are necessary or appropriate in the consummation of the transactions contemplated hereby, and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications, conduct such negotiations, obtain such consents approvals or actions, and give such notices. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. If a Party or any of its Affiliates intends to participate in any meeting or discussion with any Governmental Authority with respect to such filings, applications, or negotiations, or the transactions contemplated by this Agreement, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or discussion. Acquiror shall bear one-half and Contributor shall bear one-half of the cost of all filing or application fees payable to any Governmental Authority with respect to the transactions contemplated by this Agreement, regardless of whether Acquiror, Contributor, or any Affiliate of any of them is required to make the payment. Each Party shall provide prompt notice to the other Party when any such filings, application, negotiation, consent, approval, action or notice referred to above in this Section 6.10(a) is obtained, taken, made or given, as applicable, and will advise such other Party of any communications (and, unless precluded by Law, provide copies of any such written communications) with any Governmental Authority or other Person relating therewith. (b) Without limiting the generality of Section 6.10(a), as soon as practicable following the date of this Agreement and in any event within fifteen (15) Business Days after the date hereof, the Parties shall make such filings as may be required by the HSR Act with respect to the transactions contemplated by this Agreement, which filings shall include a request for early termination of any applicable waiting period. Thereafter, the Parties shall file as promptly as practicable all reports or...

Governmental Reviews. A. Seller and Buyer shall in a timely manner (i) make all required filings, if any, with and prepare applications to and conduct negotiations with, each governmental body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the Transaction contemplated hereby and (ii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations. B. Seller and Buyer hereby acknowledge and agree that no filing or other notice currently is or will be required under the HSR Act.

Governmental Reviews. In the event that, in connection with any investigation or review of the Vista Outdoor Group, any Governmental Entity shall request from LLC or any of its Affiliates any access, information or assistance, LLC and its Affiliates shall reasonably cooperate therewith at FCC’s expense. In the event that, in connection with any investigation or review of the Orbital ATK Group, any Governmental Entity shall request from FCC or any of its Affiliates any access, information or assistance, FCC and its Affiliates shall reasonably cooperate therewith at LLC’s expense.

Governmental Reviews. No investigation or review by any Governmental Authority with respect to COFI or any of its Subsidiary is pending or, to the knowledge of COFI, threatened, nor has any Governmental Authority indicated to COFI or any of its Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.

Governmental Reviews. No investigation or review by any Governmental Authority with respect to ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary is pending or, to the knowledge of ▇▇▇▇▇▇, threatened, nor has any Governmental Authority indicated to ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.

Governmental Reviews. Except as set forth on Schedule 4.02(o), no investigation or review by any Governmental Authority with respect to Bing▇▇▇, ▇▇y Bing▇▇▇ ▇▇▇sidiary or any of their officers or directors is pending or, to the Knowledge of Bing▇▇▇, ▇▇reatened, nor has any Governmental Authority indicated to Bing▇▇▇ ▇▇ any Bing▇▇▇ ▇▇▇sidiary an intention to conduct the same, other than normal or routine regulatory examinations.

Governmental Reviews. No investigation or review by any Governmental Authority with respect to Mutual First or any of its Subsidiary is pending or, to the knowledge of Mutual First, threatened, nor has any Governmental Authority indicated to Mutual First or any of its Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.

Governmental Reviews. Except as set forth on Schedule 4.01(o), no investigation or review by any Governmental Authority with respect to Bank, any Bank Subsidiary or any of their officers or directors is pending or, to the Knowledge of Bank, threatened, nor has any Governmental Authority indicated to Bank or any Bank Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.