Regulatory and Other Approvals. (a) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Party shall each pay its own preparation costs and expenses. (b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform the other Party of, and supply to the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law. (c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closing.
Appears in 2 contracts
Sources: Contribution Agreement, Contribution Agreement (Silver Run Acquisition Corp II)
Regulatory and Other Approvals. (a) Each Party With the reasonable cooperation of GBNK, IBG shall use commercially reasonable efforts to takeprepare all documentation, or cause to be taken, effect all actions, filings and to doobtain all permits, or cause to be doneconsents, all things necessary, proper or advisable under any applicable Laws to consummate approvals and make effective the Transactions, including authorizations of (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; all third parties and (ii) using all federal or state bank regulatory authorities or Governmental Authorities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the applications for the prior approval of the Merger and the Bank Merger by the FRB (or appropriate Federal Reserve Bank acting on delegated authority), the TDB, the FDIC and the Colorado Division of Banking (collectively, the “Regulatory Approvals”). Provided that GBNK has promptly provided information reasonably requested by IBG and its comments to draft applications, and otherwise complied with Section 5.02, IBG shall file all such applications on or before the thirtieth (30th) day following the date of this Agreement. IBG shall use commercially reasonable efforts to cause obtain all such regulatory approvals and any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate other approvals from third parties at the earliest time that is reasonably practicable time. IBG and GBNK shall request “early termination” with respect have the right to review in advance, and, to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwiseextent practicable, each Party shall each pay its own preparation costs and expenses.
(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform will consult the other Party ofon, and supply in each case subject to applicable Law relating to the other Partyexchange of information, any communication (all the information relating to IBG or other correspondence or memoranda) from or toGBNK, as the case may be, and any proposed understanding or agreement of their respective Subsidiaries, which appears in any filing made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. In addition, IBG shall keep GBNK reasonably informed as to the status of such applications and filings; IBG shall promptly furnish GBNK and its counsel with copies of all such regulatory filings and all correspondence with respect thereto to the extent permitted by applicable Law; and to the extent permitted by applicable Law, each party shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the Transactions; receipt of any such approval will be materially delayed. Notwithstanding anything to the contrary contained in this Agreement, IBG shall not be required to (iiand GBNK shall not be permitted to, without IBG’s prior written consent) consult and cooperate in good faith with the other Party take any action, or commit to take any action, or agree to any condition or restriction, involving IBG, GBNK or any of their respective Subsidiaries pursuant to this Section 6.07 or otherwise in connection with obtaining any filingspermits, notificationsconsents, submissionsapprovals and authorizations that would reasonably be expected to be materially burdensome on IBG, analysesGBNK, appearancesthe Resulting Corporation or their respective Subsidiaries or require a material modification of, presentationsor impose any material limitation or restriction on, memorandathe activities, briefsgovernance, arguments and opinions made legal structure, capital structure, compensation or submitted by or on behalf fee arrangements of any Party in connection with all meetingsIBG, actionsGBNK, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with any requests received by a Party Resulting Corporation or any of its their respective Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businessesforegoing, product lines a “Burdensome Condition”); provided, however, that the following shall not be deemed to be a Burdensome Condition: any restraint, limitation, term, requirement, provision or Assets condition that applies generally to bank holding companies and banks as provided by statute, regulation, or written and publicly available supervisory guidance of Buyer (or its Subsidiaries) or the Companygeneral applicability, in each case, as may be required in order to avoid effect on the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closingdate hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Independent Bank Group, Inc.), Agreement and Plan of Reorganization (Guaranty Bancorp)
Regulatory and Other Approvals. (a) Each Party Within a reasonable time after execution of this Reorganization Agreement, Emclaire shall file any and all applications with the appropriate government Regulatory Authorities in order to obtain the Government Approvals and shall take such other actions as may be reasonably required to consummate the transactions contemplated in this Reorganization Agreement and the Plan of Merger with reasonable promptness. Emclaire shall pay all fees and expenses arising in connection with such applications for regulatory approval. Emclaire agrees to use commercially its best efforts to provide the appropriate Regulatory Authorities with the information required by such authorities in connection with Emclaire's applications for regulatory approval and to use its best efforts to obtain such regulatory approvals, and any other approvals and consents as may be required for the Closing, as promptly as practicable; provided, however, that nothing in this Section shall be construed to obligate Emclaire to take any action to meet any condition required to obtain prior regulatory approval if such condition would have a material adverse effect on the ability of Emclaire to carry on its business, branching or acquisition programs. Emclaire shall provide PSFC the opportunity to review and comment on all required applications within a reasonable period prior to the filing thereof and provide PSFC with copies of all written communications with Regulatory Authorities regarding the transactions provided for herein and related applications and proceedings. Subject to the terms and conditions of this Reorganization Agreement, Emclaire and Farmers National agree to use all reasonable efforts and to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper proper, or advisable under any applicable Laws laws and regulations to consummate and make effective effective, with reasonable promptness after the Transactionsdate of this Reorganization Agreement, including (i) filing the transactions contemplated by this Reorganization Agreement, including, without limitation, using reasonable efforts to lift or rescind any notification injunction or restraining or other order adversely affecting the ability of the Parties to consummate the transaction contemplated by this Reorganization Agreement. Subject to the provisions of this Section, Emclaire shall use, and report forms required shall cause each of its Subsidiaries to use, its best efforts to obtain consents of all third parties and Regulatory Authorities necessary or desirable for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Party shall each pay its own preparation costs and expenses.
(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform the other Party of, and supply to the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with any requests received transactions contemplated by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Lawthis Reorganization Agreement.
(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closing.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Emclaire Financial Corp), Agreement and Plan of Reorganization (Peoples Savings Financial Corp /Pa/)
Regulatory and Other Approvals. (a) Each Party With the reasonable cooperation of Legacy, Prosperity shall use commercially reasonable efforts to takeprepare all documentation, or cause to be taken, effect all actions, filings and to doobtain all permits, or cause to be doneconsents, approvals and authorizations of: (A) all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Datethird parties; and (iiB) using all Governmental Authorities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement, including the applications for the prior approval of the Merger and the Bank Merger by the FDIC, the TDB and the FRB (or appropriate Federal Reserve Bank acting on delegated authority) (collectively, the “Regulatory Approvals”). If Legacy has promptly provided information reasonably requested by Prosperity and its comments to draft applications, and otherwise complied with Section 5.02, Prosperity shall file all such applications on or before the thirtieth day following the date of this Agreement, subject to consultation with the FRB on timing of delivery of a waiver request to the FRB. Prosperity shall use commercially reasonable efforts to cause obtain all Regulatory Approvals and any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate other approvals from third parties at the earliest time that is reasonably practicable time. Prosperity and Legacy shall request “early termination” with respect have the right to review in advance, and, to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwiseextent practicable, each Party shall each pay its own preparation costs and expenses.
(b) Each Party shall, and shall cause its respective Subsidiaries to, (i) promptly inform will consult the other Party ofon, and supply in each case subject to applicable Law relating to the other Partyexchange of information, any communication (all the information relating to Prosperity or other correspondence or memoranda) from or toLegacy, as the case may be, and any proposed understanding or agreement of their respective Subsidiaries, which appears in any filing made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. In addition, Prosperity shall keep Legacy reasonably informed as to the status of such applications and filings; Prosperity shall promptly furnish Legacy and its counsel with copies of all such regulatory filings and all correspondence with respect thereto to the extent permitted by applicable Law; and to the extent permitted by applicable Law, each party shall promptly advise the other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such approval will not be obtained or that the Transactions; receipt of any such approval will be materially delayed. Notwithstanding anything to the contrary contained in this Agreement, Prosperity shall not be required to (iiand Legacy shall not be permitted to, without Prosperity’s prior written consent) consult and cooperate in good faith with the other Party take any action, or commit to take any action, or agree to any condition or restriction, involving Prosperity, Legacy or any of their respective Subsidiaries pursuant to this Section 7.02 or otherwise in connection with obtaining any filingspermits, notificationsconsents, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made approvals or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as authorizations that would reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing be expected to be instituted) by any Governmental Authority challenging materially burdensome on Prosperity, Legacy, the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid Resulting Corporation, Prosperity Bank or eliminate each and every impediment under the HSR Act Legacy Bank or any other antitrust, competitionrequire a material modification of, or trade regulation Law that may be asserted by impose any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, material limitation or otherwiserestriction on, the saleactivities, divestiture governance, legal structure, capital structure, compensation or disposition fee arrangements of such assets Prosperity, Legacy, the Resulting Corporation, Prosperity Bank or businesses of Buyer Legacy Bank (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businessesforegoing, product lines a “Burdensome Condition”); provided, however, that the following shall not be deemed to be a Burdensome Condition: any restraint, limitation, term, requirement, provision or Assets condition that applies generally to all bank holding companies and banks as provided by statute, regulation, or written and publicly available supervisory guidance of Buyer (or its Subsidiaries) or the Companygeneral applicability, in each case, as may be required in order to avoid effect on the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closingdate hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (LegacyTexas Financial Group, Inc.)
Regulatory and Other Approvals. (a) Each Party Subject to the terms and conditions herein provided, each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, all actionsaction, and to do, or cause to be done, all things reasonably necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for transactions contemplated by this Agreement. The Parties will use commercially reasonable efforts to obtain consents of all Governmental Authorities necessary to the consummation of the Transactions under transactions contemplated by this Agreement. All costs incurred in connection with obtaining such consents, including the HSR Act within fifteen (15) Business Days after filing fee, shall be borne one-half by the Execution Date; Buyer and (ii) using commercially reasonable efforts to cause any applicable one-half by the Seller. Each Party shall make an appropriate filing of a Notification and Report Form and related materials, which forms shall specifically request early termination of the waiting period under prescribed by the HSR Act, if necessary, pursuant to the HSR Act with respect to the Transactions to expire or terminate transactions contemplated by this Agreement promptly after the date of this Agreement, and at the earliest time that is reasonably practicable latest five (5) Business Days after the date of this Agreement, and shall request “early termination” with respect supply as promptly as practicable to the waiting period under appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Party shall each pay its own preparation costs and expenses.
(b) Each As promptly as is reasonably practicable after the date of this Agreement, and at the latest within ten (10) Business Days after the date of this Agreement, the Seller and the Buyer, as applicable, shall file or cause to be filed with the FERC a single joint application (that will, to the extent required, identify each APT Project Company and Wolverine Creek as an applicant) pursuant to FPA Section 203 as is necessary to obtain required FERC approval for the consummation of the transactions contemplated by this Agreement. The Parties shall consult with each other regarding such filings and shall consider and incorporate in such filings all reasonable comments, if any, submitted by the other Party shallwith respect thereto, and shall have the joint right to approve such filings. FERC counsel engaged by each the Parties shall be jointly responsible for and shall execute the filing, and, once approved by the Parties, counsel for the Seller shall undertake the actual filing. Counsel for both the Seller and the Buyer shall manage all communications with FERC with respect to the FPA Section 203 application. To the maximum extent practicable and consistent with the provisions of this subsection and with FERC staff directions, the Parties will have their respective FERC counsel included in all communications with FERC staff concerning the FPA Section 203 application, including to the extent practicable in preparations for such communications. The Parties shall cooperate with one another to respond promptly to any requests for additional information made by the FERC and use their respective commercially reasonable efforts to cause regulatory approval to be obtained at the earliest possible date after the date of filing. Each Party shall bear its respective Subsidiaries toown costs incurred in connection with the FERC filing; provided, however, that if FERC requires or requests the submission of a statistical or economic competition or market-power study or screen analysis, under 18 C.F.R. Part 33 or otherwise, the cost of such study shall be borne one-half by the Buyer and one-half by the Seller.
(c) The Parties will provide prompt notification to each other when any such consent, approval, action, or filing referred to in Sections 6.1(a), or 6.1(b) is obtained, taken, made or given, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any Party receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such Party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other Parties, an appropriate response to such request. Prior to delivery of such response, such Party shall provide the other Parties with an opportunity to review and comment on such response, to the extent practicable. No Party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other Parties and their designated counsel prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate.
(d) The Parties will, in order to consummate the transactions contemplated hereby, take all commercially reasonable steps necessary or desirable, and the Seller will proceed diligently and in good faith and use all commercially reasonable efforts to obtain all third-party consents listed in Section 4.4 of the Seller Disclosure Schedule (and the Buyer will cooperate in such efforts to the extent reasonably requested by the Seller).
(e) Notwithstanding the foregoing, nothing contained herein shall require the Seller or its Affiliates to (i) promptly inform defend any lawsuit should it determine, in its sole discretion, that it is not in its business interest to do so, (ii) sell, transfer, divest or otherwise dispose of any of its business assets or properties or any of the other Party of, and supply to business or assets of the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority Target in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the any other Party in connection with Transaction Document or any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect totransactions contemplated hereby or thereby, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; or (iii) use commercially reasonable efforts to complygive or promise any consideration, as promptly as reasonably practicable, with any requests received by a Party whether such consideration shall consist of the payment of money or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make other form, or incur any and all undertakings expenses for any consent, Permit, exemption or waiver required, necessary to avoid or eliminate each and every impediment under advisable for the HSR Act consummation of the transactions contemplated hereby or by any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the ClosingTransaction Document.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (TerraForm Power, Inc.), Membership Interest Purchase Agreement (Atlantic Power Corp)
Regulatory and Other Approvals. From the date of this Agreement until Closing (the “Interim Period”):
(a) Each Party shall The Parties will, in order to consummate the transactions contemplated hereby, (i) take all Reasonable Best Efforts necessary, and proceed diligently and in good faith and use commercially reasonable efforts all Reasonable Best Efforts, as promptly as practicable to takeobtain the Seller Approvals, or cause Company Consents, the Acceptable Order and Buyer Approvals and to make all required filings required to be taken, all actionsmade by it with, and to dogive all required notices to, or cause to be doneGovernmental Authorities, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts provide such other information and communications to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire such Governmental Authorities or terminate at the earliest time that is other Persons as such Governmental Authorities or other Persons may reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Party shall each pay its own preparation costs and expensesin connection therewith.
(b) Each Party shallThe Parties will provide prompt notification to each other when any such approval referred to in Section 6.1(a) is obtained, taken, made, given or denied, as applicable, and shall cause its respective Subsidiaries to, (i) promptly inform the will advise each other Party of, and supply to the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion material communications with any Governmental Authority with respect to or other Person regarding any of the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) transactions contemplated by any Governmental Authority challenging the Transactions as being in violation of any applicable Lawthis Agreement.
(c) Buyer In furtherance of the foregoing covenants:
(i) Each Party shall take any and prepare, as soon as is practical following the execution of this Agreement, all steps and make any and all undertakings necessary filings in connection with the transactions contemplated by this Agreement that may be required to avoid be filed by such Party with the FERC or eliminate each and every impediment under the HSR Act or any other antitrustfederal, competition, state or trade regulation Law that may be asserted by any Governmental Authority local Laws (excluding with respect to the Transactions so as to enable the Closing to occur MPSC filing, which is provided for under clause (iv) below). Each Party shall submit such filings as soon as reasonably practicable, including proposingbut in no event later than (i) 45 days (subject to extension of such period upon consent of the other party, negotiatingwhich consent shall not be unreasonably withheld) after the execution hereof for filings with the FERC, committing and (ii) 21 days after the execution hereof for filings under the HSR Act or any FCC filings. The Parties shall promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate. Each Party shall have the right to review in advance all information related to Seller, the Project Company or Buyer, as applicable, and the transactions contemplated by this Agreement with respect to any filing made by the other Party in connection with the transactions contemplated by this Agreement.
(ii) The Parties shall not, and shall cause their respective Affiliates not to, and effecting by consent decree, hold separate order, or otherwise, take any action that is intended to adversely affect the sale, divestiture or disposition approval of such assets or businesses any Governmental Authority of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of filings referenced in clause (i).
(iii) Buyer shall cooperate in good faith with all Governmental Authorities and shall undertake Reasonable Best Efforts to complete promptly and lawfully the transactions contemplated by this Agreement.
(or its Subsidiariesiv) or the CompanyBuyer shall prepare, as soon as is practical following the execution of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such Party with the MPSC. Buyer shall submit such filings as soon as practicable, but in order no event later than 45 days (subject to avoid extension of such period upon consent of the entry ofother party, or to effect which consent shall not be unreasonably withheld) after the dissolution ofexecution hereof for filings with the MPSC. Buyer shall promptly furnish each other with copies of any notices, any injunction, temporary restraining order, correspondence or other order in written communication from the relevant Governmental Authority, shall promptly make any Proceeding, which would otherwise appropriate or necessary subsequent or supplemental filings. Seller shall have the effect right to review in advance all information related to Seller, the Project Company or Buyer and the transactions contemplated by this Agreement with respect to any filing made by Buyer in connection with the transactions contemplated by this Agreement. Buyer shall not, and shall cause its Affiliates not to, take any action that is intended to adversely affect the approval of preventing or delaying the ClosingMPSC of the filing referenced in clause (iv).
(v) Seller shall file with the appropriate Governmental Authority an application for the transfer of the Wastewater Permit to Buyer.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (Consumers Energy Co)
Regulatory and Other Approvals. (a) Each Party shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waiting period under the HSR Act with respect Subject to the Transactions to expire or terminate at the earliest time that is reasonably practicable terms and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent conditions of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwisethis Agreement, each Party shall each pay its own preparation costs will proceed diligently and expensesin good faith to, as promptly as practicable, to: (a) obtain all Required Consents, make any other filings with and give any other notices to Governmental Entities or any other public or private third parties required of a Party to consummate the Merger and the other matters contemplated hereby, and (b) provide such other information and communications to such Governmental Entity or other public or private third parties as any other Party or such Governmental Entity or other public or private third parties may reasonably request in connection therewith.
(b) Each Party shallParent, Pilus and shall cause its respective Subsidiaries to, (i) promptly inform the other Party of, and supply to the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views each of the other Party Sellers will reasonably cooperate with respect toPurchasers in: (A) determining which filings are required to be made prior to the Effective Time with, any proposed written communication and which material consents, approvals, Licenses, notices or authorizations are required to any Governmental Authority and be obtained prior to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to complyEffective Time from, as promptly as reasonably practicable, with any requests received by a Party the SEC or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents Governmental Entities or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made third parties in connection with the Transactionsexecution and delivery of this Agreement and Transaction Documents, and an opportunity to participate in such meeting or discussion; consummation of the transactions contemplated hereby and thereby and (vB) contest timely making all such filings and resist any Proceeding instituted (timely seeking all such consents, approvals, Licenses, notices or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Lawauthorizations.
(c) Buyer Upon the request of Tauriga and at its expense, Parent and Pilus shall take any reasonably cooperate with and assist Tauriga and Tauriga’s independent public accountants in the compilation and preparation of all steps financial statements and make any financial statement schedules of Pilus (prepared in accordance with GAAP) and all undertakings necessary to avoid or eliminate each reports and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition consents of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit BuyerPilus’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, independent accountants as may be required in order necessary for Tauriga to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, comply with SEC or other order in any Proceedingreporting and disclosure requirements. If requested by Tauriga, Pilus shall deliver to Tauriga or its or Pilus’s independent public accountants all engagement letters and management representation letters as may be reasonably requested by Tauriga or such accountants, which would otherwise have shall cover such periods as Tauriga may reasonably request. In connection with the effect foregoing, Parent and Pilus shall use their reasonable best efforts to cause their accountants to cooperate with and assist Tauriga and its independent public accountants in the preparation of preventing the financial statements contemplated by this Section 5.4(c), including such cold comfort letters from Pilus’s accountants as may be reasonably requested in connection with any reports, registration statements, consent or delaying the Closinginformation statements, offering circulars, placement memoranda or other disclosure documents.
Appears in 1 contract
Regulatory and Other Approvals. During the Interim Period:
(a) Each Party will and will cause its respective applicable Affiliates to, in order to consummate the transactions contemplated hereby, (i) take all commercially reasonable steps necessary, and proceed diligently and in good faith and use all commercially reasonable efforts, to obtain as promptly as practicable the Seller’s Required Consents and the Buyer’s Required Consents applicable to such Person and to make all required filings required to be made by it with, and to give all notices required to be given by it to, Governmental Authorities, and (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith. Each Party agrees that it will accept the terms of all Permits as existing on the date of this Agreement (including the Environmental Permits) relating to the operation of the Acquired Assets, and shall not seek to amend any of such terms in connection with filings relating to the transactions contemplated by this Agreement, other than as necessary to effect the transfer of such Permits. Notwithstanding anything to the contrary in this Agreement, none of Buyer or its Affiliates shall be required to agree to take or refrain from taking any action in connection with a Seller’s Required Consent or a Buyer’s Required Consent that could reasonably be expected to result in a Burdensome Condition. Seller shall reasonably cooperate with Buyer in providing such notices to counterparties to Assigned Contracts as may be required by the terms of such Assigned Contracts or as Buyer (acting reasonably) may deem necessary, including notices providing counterparties with updated notice information and updated bank account information to which any applicable payments should be made by such counterparties.
(b) The Parties will provide prompt notification to each other when any such consent referred to in Section 5.2(a) is obtained, taken, made, given or denied, as applicable, and will, subject to Section 5.2(c), advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement.
(c) In furtherance of the foregoing covenants:
(i) Within two (2) Business Days following execution of this Agreement, Seller shall notify the Division as required by the Final Judgment and, as soon as is practical following the execution of this Agreement, Buyer shall prepare all necessary filings required to be made with the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, and each Party shall prepare all other necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such Party with applicable Governmental Authorities or under any applicable Laws. Except as set forth in the immediately preceding sentence, each Party shall submit such filings as soon as practicable, but in no event later than fifteen (15) days (subject to extension by mutual written agreement) after the execution hereof. The Parties shall take commercially reasonable efforts to respond to any questions or information requests of the Division and to comply with the timelines set forth in the Final Judgment. The Parties shall request expedited treatment of any such filings (where applicable), promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, promptly make any appropriate or necessary subsequent or supplemental filings, submissions or responses to any Governmental Authority, and cooperate in the preparation of such filings, submissions or responses as is reasonably necessary and appropriate. Subject to the last sentence in this Section 5.2(c)(i), (x) each Party shall have the right to review in advance all information related to Seller, the Facilities, the Acquired Assets or Buyer, as applicable, and the transactions contemplated by this Agreement with respect to any filing, submission or response with any Governmental Authority made by the other Party in connection with the transactions contemplated by this Agreement; (y) prior to the submission by Buyer of any filings to be made pursuant to this Section 5.2, Buyer shall provide to Seller a draft of each such filing, submission and response and reasonable opportunity to review and comment on each such filing; and (z) Buyer and Seller shall cooperate with each other to, and shall use reasonable efforts to, incorporate the other’s comments into such filings. Notwithstanding the foregoing, neither Buyer nor Seller shall be obligated to share any information, filing, submission or responses with the other Party if a Governmental Authority objects to the sharing of such information, filings, submission or response.
(ii) Each Party will bear its own costs for the preparation of any filing.
(iii) The Parties shall not, and shall cause their respective Affiliates not to, take any action that would reasonably be expected to adversely affect or delay the approval of any Governmental Authority of any of the filings referred to in Section 5.2(c).
(iv) Seller shall, and shall cause its Affiliates that own or are counterparties to any Acquired Assets to, use best efforts to, and Buyer shall use commercially reasonable efforts to taketo, secure the transfer or cause to be takenreissuance of the Permits (including the Transferred Permits), all actionsEmission Allowance compliance accounts for the Facilities, Seller’s Required Consents and Buyer’s Required Consents, effective as of the Closing Date. Each of Seller and Buyer shall cooperate with the other Party in this regard, and Seller shall use best efforts to, and Buyer shall use commercially reasonable efforts to, assist in such transfer or reissuance. If the Parties are unable to dosecure such transfer or reissuance effective on the Closing Date, the Parties shall continue to reasonably cooperate with the other Party’s efforts to secure such transfer or cause reissuance following the Closing Date.
(d) The Parties hereto shall consult with each other prior to be doneproposing or entering into any stipulation or agreement with any Governmental Authority or any third party whose consent is a Seller’s Required Consent or a Buyer’s Required Consent in connection with any Federal, all things necessary, proper State or advisable under any applicable Laws to consummate local governmental consents and make effective the Transactions, including (i) filing any notification and report forms approvals legally required for the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate at the earliest time that is reasonably practicable and shall request “early termination” with respect to the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Party shall each pay its own preparation costs and expenses.
(b) Each Party shalltransactions contemplated hereby, and shall cause its respective Subsidiaries to, (i) promptly inform the other Party of, and supply to not propose or enter into any such stipulation or agreement without the other Party, any communication (or other correspondence or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the other Party in connection with any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect to, any proposed ’s prior written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to comply, as promptly as reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceedingconsent, which would otherwise have the effect of preventing or delaying the Closingconsent shall not be unreasonably withheld.
Appears in 1 contract
Regulatory and Other Approvals. From the date of this Agreement until Closing (the “Interim Period”):
(a) Each Party will, in order to consummate the transactions contemplated hereby, (i) take all commercially reasonable steps necessary, and proceed diligently and in good faith, as promptly as practicable to obtain or make the Seller Approvals, Company Consents and Buyer Approvals and to make all required filings required to be made by it with, and to give all required notices to, Governmental Authorities and (ii) provide such other information and communications to such Governmental Authorities or other Persons as such Governmental Authorities or other Persons may reasonably request in connection therewith.
(b) The Parties will provide prompt notification to each other when any such approval referred to in Section 6.1(a) is obtained, taken, made, given or denied, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement.
(c) In furtherance of the foregoing covenants:
(i) Each Party shall prepare, as soon as is practical following the execution of this Agreement, all necessary filings in connection with the transactions contemplated by this Agreement that may be required to be filed by such Party with Governmental Authorities under applicable Law. Each Party shall submit such filings as soon as practicable, but in no event later than 30 calendar days with respect to filings under the HSR Act and 10 Business Days with respect to filings with FERC and NYPSC (subject to extension by mutual agreement) after the execution hereof. The Parties shall request expedited and confidential treatment of any such filings, as appropriate, shall promptly furnish each other with copies of any notices, correspondence or other written communication from the relevant Governmental Authority, shall promptly make any appropriate or necessary subsequent or supplemental filings and shall cooperate in the preparation of such filings as is reasonably necessary and appropriate. Each Party shall bear its own costs of the preparation and prosecution of any such filing; provided, however, that in the event that FERC or the NYPSC requires or requests the submission of a statistical or economic competition or market-power study or screen analysis, under 18 C.F.R. Part 33 or otherwise, then the cost of such study shall be born exclusively by Buyer; and
(ii) Each Party shall cooperate in good faith with all Governmental Authorities, shall not take any action that would reasonably be expected to adversely affect the approval of any Governmental Authority of any of the aforementioned filings, and shall use commercially best reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective complete lawfully the Transactions, including transactions contemplated by this Agreement by the Outside Date.
(d) (i) filing Prior to the Closing, each Party shall not, and shall not permit any notification and report forms required for of its Affiliates to, take any action or fail to take any action that could reasonably be expected to result in any of the conditions set forth in Article VII not being satisfied or that could otherwise be reasonably expected to prevent or delay the consummation of the Transactions under the HSR Act within fifteen (15) Business Days after the Execution Datetransactions contemplated by this Agreement; and (ii) using commercially reasonable efforts Buyer further agrees that during the Interim Period, neither it nor any MSI Affiliate will enter into any other Contract to cause any applicable waiting period under acquire electric generation facilities, uncommitted generation capacity and electric transmission or distribution facilities if the HSR Act with respect proposed acquisition of such additional electric generation facilities, uncommitted generation capacity and electric transmission or distribution facilities would increase the market power attributable to Buyer and its Affiliates in a manner materially adverse to the Transactions approval of the transactions contemplated by this Agreement or to expire otherwise prevent or terminate at materially interfere with, or materially delay the earliest time that is reasonably practicable and shall request “early termination” with respect to consummation of the waiting period under the HSR Act. Buyer shall not agree to extend any waiting period under the HSR Act without the prior written consent of Contributor. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwisetransactions contemplated by, each Party shall each pay its own preparation costs and expensesthis Agreement.
(be) Each Party shallNotwithstanding anything to the contrary herein, and for the avoidance of doubt, no provision of this Agreement shall cause require Buyer or any of its respective Subsidiaries to, Affiliates to (i) promptly inform the other Party ofenter into any settlement, and supply to the other Partyundertaking, any communication (or other correspondence or memoranda) from or toconsent decree, and any proposed understanding stipulation or agreement with, that is not immaterial or ministerial in nature with any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement or the Transactions; (ii) consult and cooperate in good faith with the divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other Party in connection with similar action (or otherwise agree to do any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party foregoing) with respect to, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; (iii) use commercially reasonable efforts to complyits, as promptly as reasonably practicable, with any requests received by a Party or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filingsAffiliates, investigations or inquiries made in connection with the Transactionsbusinesses, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make any and all undertakings necessary to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closingproperties.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Macquarie Infrastructure Corp)
Regulatory and Other Approvals. (a) Each Party The Parties shall use commercially reasonable efforts to take, or cause obtain consents of all Governmental Authorities necessary to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under transactions contemplated by this Agreement and shall cooperate and consult with each other in obtaining Seller Consents.
(b) Each Party shall make an appropriate filing of a Notification and Report Form and related materials, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts Act, if necessary, pursuant to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate transactions contemplated by this Agreement promptly after the date of this Agreement, and at the earliest time latest within ten (10) Business Days after the date of this Agreement, and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The HSR Act filing fee shall be borne one-half by Purchaser and one-half by Seller Parties.
(c) As promptly as is reasonably practicable after the date of this Agreement, and at the latest within ten (10) Business Days after the date of this Agreement, the Parties shall file or cause to be filed with the FERC a single joint application pursuant to FPA Section 203 as is necessary to obtain required FERC approval for the consummation of the transactions contemplated by this Agreement. The Parties shall consult with each other regarding such filings and shall request “early termination” consider and incorporate in such filings all reasonable comments, if any, submitted by the other Party with respect thereto, and shall have the joint right to approve such filings. FERC counsel engaged by the Parties shall be jointly responsible for and shall execute the filing, and, once approved by the Parties, counsel for Purchaser shall undertake the actual filing. Both counsel for Seller Parties and for Purchaser shall manage all communications with FERC with respect to the waiting period under FPA Section 203 application. To the HSR Actmaximum extent practicable and consistent with the provisions of this subsection and with FERC staff directions, the Parties will have their respective FERC counsel included in all communications with FERC staff concerning the FPA Section 203 application, including to the extent practicable in preparations for such communications. Buyer The Parties shall not agree cooperate with one another to extend respond promptly to any waiting period under requests for additional information made by the HSR Act without FERC and use their respective commercially reasonable efforts to cause regulatory approval to be obtained at the prior written consent earliest possible date after the date of Contributorfiling. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Each Party shall each pay bear its own preparation costs incurred in connection with the FERC filing; provided, however, that if FERC requires or requests the submission of a statistical or economic competition or market-power study or screen analysis, under 18 C.F.R. Part 33 or otherwise, the cost of such study shall be borne one-half by Purchaser and expensesone-half by Seller Parties.
(bd) Each Party shallThe Parties will provide prompt notification to each other when any such consent, approval, action, or filing referred to in Section 13.21(b) or 13.21(c) is obtained, taken, made or given, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any Party receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such Party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other Parties, an appropriate response to such request. Prior to delivery of such response, such Party shall provide the other Parties with an opportunity to review and comment on such response, to the extent practicable. No Party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other Parties and their designated counsel prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate.
(e) Notwithstanding anything in this Agreement to the contrary, no Party or any of its respective Subsidiaries to, Affiliates shall be required to (i) promptly inform defend any lawsuit challenging this Agreement or any other Investment Document or the performance of the obligations hereunder or thereunder unless it is commercially reasonable to do so, except as otherwise required by ARTICLE 11, (ii) other than pursuant to the transactions contemplated by this Agreement and the other Party ofInvestment Documents, and supply to the other Partysell, transfer, divest or otherwise dispose of any communication (business, assets or other correspondence properties directly or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority indirectly owned by it in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the any other Party in connection with Investment Document or any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect totransactions contemplated hereby or thereby, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; or (iii) use commercially reasonable efforts to complygive or promise any consideration, as promptly as reasonably practicable, with any requests received by a Party whether such consideration shall consist of the payment of money or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any other form, or grant any accommodation for any consent, Permit, exemption or waiver required, necessary or advisable from any Person that is not such Party’s Affiliate for the consummation of the transactions contemplated hereby or by any other Investment Document. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized representative of each Party as of the date first above written. a Delaware corporation, By: /s/ Esben ▇▇▇▇▇▇▇▇ Name: Esben ▇▇▇▇▇▇▇▇ Title: Chief Investment Officer IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized representative of each Party as of the date first above written. a Delaware limited liability company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: President a Delaware limited liability company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: President The wind-powered generating facility consisting of 134 General Electric 1.5-82.5 wind turbines with WindRESERVE located on the applicable Project Company Real Property, the 34.5/230 kV substation, the 230 kV transmission line and all steps other associated facilities (including, without limitation, all associated collection systems, grounding systems, control and make any communication systems, meteorological towers, electrical interconnection and transmission facilities and roads and maintenance facilities to the extent owned or leased by the PR Project Company) designed to generate a nominal net electrical output of 201 megawatts, together with the applicable Project Company Real Property, and all undertakings necessary to avoid easements, leasehold interests, licenses, permits, contract rights and other real and personal property interests now owned by the PR Project Company or eliminate each and every impediment under in which the HSR Act or PR Project Company has any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closingrights.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pattern Energy Group Inc.)
Regulatory and Other Approvals. (a) Each Party The Parties shall use commercially reasonable efforts to take, or cause obtain consents of all Governmental Authorities necessary to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transactions, including (i) filing any notification and report forms required for the consummation of the Transactions under transactions contemplated by this Agreement and shall cooperate and consult with each other in obtaining Seller Consents.
(b) Each Party shall make an appropriate filing of a Notification and Report Form and related materials, which forms shall specifically request early termination of the waiting period prescribed by the HSR Act within fifteen (15) Business Days after the Execution Date; and (ii) using commercially reasonable efforts Act, if necessary, pursuant to cause any applicable waiting period under the HSR Act with respect to the Transactions to expire or terminate transactions contemplated by this Agreement promptly after the date of this Agreement, and at the earliest time latest within ten (10) Business Days after the date of this Agreement, and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The HSR Act filing fee shall be borne one-half by Purchaser and one-half by Seller Parties.
(c) As promptly as is reasonably practicable after the date of this Agreement, and at the latest within ten (10) Business Days after the date of this Agreement, the Parties shall file or cause to be filed with the FERC a single joint application pursuant to FPA Section 203 as is necessary to obtain required FERC approval for the consummation of the transactions contemplated by this Agreement. The Parties shall consult with each other regarding such filings and shall request “early termination” consider and incorporate in such filings all reasonable comments, if any, submitted by the other Party with respect thereto, and shall have the joint right to approve such filings. FERC counsel engaged by the Parties shall be jointly responsible for and shall execute the filing, and, once approved by the Parties, counsel for Purchaser shall undertake the actual filing. Both counsel for Seller Parties and for Purchaser shall manage all communications with FERC with respect to the waiting period under FPA Section 203 application. To the HSR Actmaximum extent practicable and consistent with the provisions of this subsection and with FERC staff directions, the Parties will have their respective FERC counsel included in all communications with FERC staff concerning the FPA Purchase and Sale Agreement – WCG Section 203 application, including to the extent practicable in preparations for such communications. Buyer The Parties shall not agree cooperate with one another to extend respond promptly to any waiting period under requests for additional information made by the HSR Act without FERC and use their respective commercially reasonable efforts to cause regulatory approval to be obtained at the prior written consent earliest possible date after the date of Contributorfiling. Buyer shall pay any HSR Act filing fee as provided by statute. Otherwise, each Each Party shall each pay bear its own preparation costs incurred in connection with the FERC filing; provided, however, that if FERC requires or requests the submission of a statistical or economic competition or market-power study or screen analysis, under 18 C.F.R. Part 33 or otherwise, the cost of such study shall be borne one-half by Purchaser and expensesone-half by Seller Parties.
(bd) Each Party shallThe Parties will provide prompt notification to each other when any such consent, approval, action, or filing referred to in Section 13.21(b) or 13.21 (c) is obtained, taken, made or given, as applicable, and will advise each other of any material communications with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any Party receives a request for additional information from any Governmental Authority that is related to the transactions contemplated by this Agreement, then such Party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other Parties, an appropriate response to such request. Prior to delivery of such response, such Party shall provide the other Parties with an opportunity to review and comment on such response, to the extent practicable. No Party shall participate in any meeting, or engage in any material substantive conversation, with any Governmental Authority without giving the other Parties and their designated counsel prior notice of the meeting or conversation and, unless prohibited by such Governmental Authority, the opportunity to attend or participate.
(e) Notwithstanding anything in this Agreement to the contrary, no Party or any of its respective Subsidiaries to, Affiliates shall be required to (i) promptly inform defend any lawsuit challenging this Agreement or any other Investment Document or the performance of the obligations hereunder or thereunder unless it is commercially reasonable to do so, except as otherwise required by ARTICLE 11, (ii) other than pursuant to the transactions contemplated by this Agreement and the other Party ofInvestment Documents, and supply to the other Partysell, transfer, divest or otherwise dispose of any communication (business, assets or other correspondence properties directly or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority indirectly owned by it in connection with this Agreement or the Transactions; (ii) consult and cooperate in good faith with the any other Party in connection with Investment Document or any filings, notifications, submissions, analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions, discussions and Proceedings with Governmental Authorities relating to this Agreement or the Transactions, including, subject to applicable Law, permitting the other Party to review in advance, and considering in good faith the views of the other Party with respect totransactions contemplated hereby or thereby, any proposed written communication to any Governmental Authority and to promptly provide the other Party with copies of any communication to any Governmental Authority; or (iii) use commercially reasonable efforts to complygive or promise any consideration, as promptly as reasonably practicable, with any requests received by a Party whether such consideration shall consist of the payment of money or any of its Subsidiaries under the HSR Act and any other applicable Law for additional information, documents or other materials; (iv) give the other Party reasonable advance notice of its or its Subsidiaries’ intention to participate in any meeting or telephone or other discussion with any Governmental Authority with respect to the Transactions or any filings, investigations or inquiries made in connection with the Transactions, and an opportunity to participate in such meeting or discussion; and (v) contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the Transactions as being in violation of any applicable Law.
(c) Buyer shall take any and all steps and make other form, or grant any and all undertakings accommodation for any consent, Permit, exemption or waiver required, necessary to avoid or eliminate each and every impediment under advisable from any Person that is not such Party’s Affiliate for the HSR Act consummation of the transactions contemplated hereby or by any other antitrust, competition, or trade regulation Law that may be asserted by any Governmental Authority with respect to the Transactions so as to enable the Closing to occur as soon as reasonably practicable, including proposing, negotiating, committing to, Investment Document. Purchase and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Buyer (or its Subsidiaries) or of the Company, or otherwise taking or committing to take actions that limit Buyer’s or its Subsidiaries’ or the Company’s freedom of action with respect to, or their ability to retain, any of the businesses, product lines or Assets of Buyer (or its Subsidiaries) or the Company, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any Proceeding, which would otherwise have the effect of preventing or delaying the Closing.Sale Agreement – WCG
Appears in 1 contract
Sources: Purchase and Sale Agreement