Common use of Initial Submissions Clause in Contracts

Initial Submissions. Seller and Buyer shall prepare and file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of Seller, on the one hand, and Buyer, on the other hand, shall make, and cause their respective Affiliates to make, their respective filing (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) Business Days after the Execution Date, (B) pursuant to all applicable Antitrust Laws (other than the HSR Act) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (D) in order to maintain, obtain, reissue or, to the extent permissible, transfer all Material Permits as promptly as reasonably practicable after the Execution Date. Whether or not the Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller and Buyer shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, any Material Permit or any expiration or termination of a waiting period.

Appears in 1 contract

Sources: Equity Purchase Agreement (Baxter International Inc)

Initial Submissions. Seller Sellers and Buyer Buyers shall prepare and file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of SellerSellers, on the one hand, and BuyerBuyers, on the other handother, shall make, and cause their respective its Affiliates to make, their its respective filing (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) 10 Business Days after the Execution Date, (B) pursuant to all applicable Antitrust Laws (other than the HSR Act) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, Date and (D) in order to maintain, obtain, reissue or, obtain any Permits required with respect to the extent permissibleTransactions in respect of any state-level Permits, transfer all Material Permits licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions or Orders necessary to conduct the Business as promptly as reasonably practicable after the Execution DateDate and Sellers shall, and shall cause each of their Subsidiaries to, reasonably cooperate in executing notices, and executing powers of attorney or management service agreements in connection therewith. Whether or not the Transactions are consummated, Buyer Buyers shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller Sellers and Buyer Buyers shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, obtain any Material Permit or any expiration or termination of a waiting period.

Appears in 1 contract

Sources: Equity Purchase Agreement (Baxter International Inc)