Regulatory and Other Authorizations; Notices and Consents Sample Clauses

Regulatory and Other Authorizations; Notices and Consents. The Ambac Parties and each Policy Beneficiary, respectively, shall use their or its commercially reasonable efforts to obtain and maintain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary to be made or secured by them or it for the execution and delivery of, and the performance of their or its respective obligations pursuant to this Agreement and the Ancillary Agreements, and will reasonably cooperate with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any of the transactions contemplated hereby as violative of any Law, the Ambac Parties and each Policy Beneficiary that is party to such Action will reasonably cooperate with one another to contest and resist any such Action and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated hereby, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Ambac Parties and each Policy Beneficiary that is party to such Action decide that litigation is not in their respective best interests. Nothing in this Agreement shall require any Party not otherwise party to such action to commence or join in any litigation (including any regulatory or administrative proceeding). Nothing contained in this Section 3.02 shall require any Party to waive or release any material benefit, right or remedy of such Party hereunder or under any Ancillary Agreement or otherwise.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of Seller and Purchaser shall (and Seller shall use its reasonable best efforts to cause Rexam to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary and advisable (subject to applicable Law) to cause the Closing conditions set forth in Article VII to be satisfied and to consummate and make effective the Transaction as soon as practicable in accordance with the terms hereof, including using reasonable best efforts to obtain promptly all required Consents of the EC, ▇▇▇▇ and the FTC for the Transaction (including to have issued the EC’s approval decision pursuant to Section 19 of the EC Commitments and for the approval of Purchaser as the purchaser of the Purchased Assets); provided, however, that no Party shall be required to pay any fees or other payments to any such Governmental Authorities in order to obtain any such Consent (other than normal filing fees that are imposed by Law on Seller). Seller and Purchaser shall not, and Seller shall use its reasonable best efforts to cause Rexam not to, knowingly enter into any acquisition or other agreement, make any announcement with respect to any transaction (except as required pursuant to applicable Law or the rules of any applicable stock exchange) or take any other action that could reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any Consents of any Governmental Authority with respect to the Transaction. Seller and Purchaser each agree, to the extent required by applicable Law (including Competition/Investment Laws), to make, or to cause to be made any required filing with or notification to the EC, ▇▇▇▇ and the FTC with respect to the Transaction and the approval of Purchaser as the purchaser of the Purchased Assets as promptly as practicable after the date of this Agreement and in any event within any time period imposed by applicable Competition/Investment Laws, and to supply promptly any additional information and documentary material that may be requested pursuant to Competition/Investment Laws (including, in the case of Purchaser, to promptly make available to the EC, CADE, the FTC and any other applicable Governmental Authority and the Monitoring Trustee information and appropriate personnel in response to any queries made by them that are raised in connection with the Clearances or the Consents, which may incl...

Regulatory and Other Authorizations; Notices and Consents. (a) Each of Purchaser and Seller shall use its best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its performance of its obligations pursuant to this Agreement, and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Within five (5) Business Days after the date of this Agreement, Purchaser shall, and Seller shall cause the Companies to, file the FCC Applications. Purchaser shall, and Seller shall cause the Companies to, diligently prosecute the FCC Applications and otherwise use their best efforts to obtain the FCC Consent as soon as possible. If applicable, within fifteen (15) Business Days after the date of this Agreement, Purchaser and Seller shall make any required filings with the Federal Trade Commission and the United States Department of Justice pursuant to the HSR Act with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation. (b) Without limiting the generality of Purchaser’s undertaking pursuant to Section 5.04(a), Purchaser agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any communications, antitrust, competition or trade regulation or law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as soon as commercially practicable, but in any event no later than November 10, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted...

Regulatory and Other Authorizations; Notices and Consents. (a) The Company shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants and the Conversion Shares, and the Company shall furnish the Investors with such necessary information and reasonable assistance as the Investors may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. The Company shall use its reasonable best efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any governmental authority pertaining to the Company with respect to the sale of the Shares, the Parent Warrants, the Replacement Warrants, the Subsidiary Stock Purchase Rights, the IPO Valuation Warrants, the Subsidiary Warrants and the Conversion Shares and shall keep the Investors fully apprised of its actions with respect thereto. (b) The Company shall use its reasonable best efforts to give any notices and obtain any other authorizations, consents, orders and approvals of any governmental authorities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Purchaser and the Seller shall use all reasonable efforts to obtain all authorizations, consents, orders and approvals of all third parties, including all Governmental Authorities and officials, that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements to which it is a party and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall give promptly such notices to third parties and use its best efforts to obtain such third party consents as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) Except as disclosed in Section 5.04(c) of the Disclosure Schedule, the Seller knows of no reason why all the consents, approvals and authorizations necessary for the consummation of the transactions contemplated by this Agreement will not be received, other than as a result of effects arising solely from actions or inactions of the Purchaser or its Affiliates. (d) Notwithstanding anything to the contrary contained herein, the Seller shall use its best efforts to obtain the Creditor Consent from each Principal Creditor. The Seller shall use its best efforts to obtain the Creditor Consent from any other holder of its Indebtedness that is owed more than 100,000,000 Korean Won on the Closing Date.

Regulatory and Other Authorizations; Notices and Consents. (a) The Seller shall use its reasonable efforts to obtain (or cause the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) The Seller shall or shall cause the Subsidiaries to give promptly such notices to third parties and use its or their reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement. (c) The Purchaser shall cooperate and use all reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; PROVIDED, HOWEVER, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser in its sole discretion may deem adverse to the interests of the Purchaser, the Seller, any Subsidiary or the Business.

Regulatory and Other Authorizations; Notices and Consents. (a) TX China and each TX China Shareholder shall use their best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Transaction Documents and will cooperate fully with AAAC in promptly seeking to obtain all such authorizations, consents, orders and approvals. (b) TX China and each TX China Shareholder shall give promptly such notices to third parties and use its or their best efforts to obtain such third party consents and estoppel certificates as AAAC may in reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents. (a) Each of the Company and the Selling Stockholders shall promptly make any and all filings which it is required to make under the HSR Act for the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and the Company and the Selling Stockholders agree to furnish the Purchasers with such necessary information and reasonable assistance as the Purchasers may reasonably request in connection with their preparation of any necessary filings or submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of the U.S. Department of Justice (the "Antitrust Division"), including, without limitation, any filings or notices necessary under the HSR Act. Any such actions with respect to the exercise of the Warrants shall be taken by the Company or the Selling Stockholders, as the case may be, at such times as the Purchasers reasonably shall so request. The Company and the Selling Stockholders shall each, at its own expense, utilize all reasonable efforts to respond to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Company with respect to the sale of the New Shares and the Existing Shares, respectively, and the exercise of the Warrants, and shall keep the Purchasers fully apprised of their actions with respect thereto. (b) Each of the Purchasers shall promptly make any and all filings which it is required to make under the HSR Act with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and the Purchasers agree to furnish the Selling Stockholders and the Company with such necessary information and reasonable assistance as they may request in connection with their preparation of any necessary filings or submissions to the FTC or the Antitrust Division, including, without limitation, any filings or notices necessary under the HSR Act. The Purchasers shall, at their own expense, utilize all reasonable efforts to respond promptly to any request for additional information, or other formal or informal request for information, witnesses or documents which may be made by any Governmental Authority pertaining to the Purchasers with respect to the purchase of the New Shares and the Existing Shares, and the exercise of the Warrants, and shall keep the Company and the Selling Stockholders fully apprised of its actions with respect thereto. (c) ...

Regulatory and Other Authorizations; Notices and Consents. ▇▇▇▇▇▇ shall use its reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may become necessary in the future for the performance of its obligations pursuant to this Agreement and will cooperate fully with WEST in promptly seeking to obtain all such authorizations, consents, orders and approvals.