Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER CNB shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER CNB or any shareholder or affiliate of BUYER CNB for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER CNB to operate the Offices following the Closing. BUYER CNB shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER CNB without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER CNB shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER CNB to operate the Offices following the Closing. BUYER CNB shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER CNB shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER CNB from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER Purchaser shall prepare and submit for filing, at no expense to SELLERSeller, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER Purchaser or any shareholder or affiliate of BUYER Purchaser for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 ARTICLE VI herein and for BUYER Purchaser to operate the Offices Branch Office following the Closing. BUYER Purchaser shall provide SELLER Seller with a draft copy evidence to Seller's and Seller's counsel's reasonable satisfaction of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date filing of this Agreement and filed by BUYER without delay following SELLER's approval of all such applications; provided, howeverfilings and registrations, that in no event will such applications all of which shall be filed later than made within sixty (60) days from the date of this Agreement. Thereafter, BUYER Purchaser shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition transactions contemplated hereby to be consummated at such Closing and for BUYER Purchaser to operate the Offices Branch Office following the Closing. BUYER Purchaser shall deliver to SELLER Seller evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER Purchaser shall also deliver to SELLER Seller a copy of each material notice, order, opinion and other item of correspondence received by BUYER Purchaser from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, Seller at SELLERSeller's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for ------------------------ filing, at no expense to SELLER, any and all applications, filings, filings and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 SECTION 6.1 ----------- herein and for BUYER to operate the Offices following the Closing; provided, however, that BUYER, in its sole discretion, shall be permitted to file applications to close and/or relocate either Office and SELLER shall cooperate with BUYER if BUYER elects to close or relocate either Office. BUYER shall provide SELLER with a draft copy of each applicationapplication (excluding confidential information), filing, registration, registration and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty fifteen (3015) days from the date of this Agreement and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty thirty (6030) days from the date of this Agreement; provided further, that BUYER shall be permitted to file any closing and/or relocation applications when it deems necessary but the Closing shall not be unreasonably delayed if BUYER has not received the approval of such applications. Thereafter, BUYER shall pursue all such applications, filings, registrations, registrations and notifications diligently and in good faith, faith and shall file such supplements, amendments, amendments and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such the Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER Premier shall prepare and submit for filing, at no expense to SELLERBANK ONE, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER Premier or any shareholder or affiliate of BUYER Premier for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER Premier to operate the Offices following the Closing. BUYER Premier shall provide SELLER BANK ONE with a draft copy of each application, filing, registration, and notification application for SELLERBANK ONE's approval prior to filing, which approval by SELLER BANK ONE will not be unreasonably withheld or delayed. BANK ONE's failure to act upon a draft application within five (5) business days from receipt therof will permit Premier to file the application without BANK ONE approval. Such applications will be submitted to SELLER BANK ONE in draft form within thirty (30) days from the date of this Agreement and filed by BUYER Premier without delay following SELLERBANK ONE's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER Premier shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection 23 therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER Premier to operate the Offices following the Closing. BUYER Premier shall deliver to SELLER BANK ONE evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER Premier shall also deliver to SELLER BANK ONE a copy of each material notice, order, opinion and other item of correspondence received by BUYER Premier from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERBANK ONE, at SELLERBANK ONE's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, with and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 6.1 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement not later than February 9, 1998 and filed by BUYER without delay following SELLER's approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this AgreementMarch 9, 1998. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLERSELLERS, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities authorities, and all public notices, required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices Office following the Closing. BUYER shall provide SELLER SELLERS with a draft copy of each application, filing, registration, and notification for SELLER's SELLERS' approval prior to filing, which approval by SELLER SELLERS will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER SELLERS in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's SELLERS' approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices Office following the Closing. BUYER shall deliver to SELLER SELLERS evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER SELLERS a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLERSELLERS, at SELLER's SELLERS' request, of developments and progress with respect to such matters.

Regulatory Applications. BUYER Each of the parties hereto shall use its reasonable best efforts to promptly prepare and submit for filing(and in any event, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at the Closing as contemplated in Section 6.01 herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty twenty (3020) business days from after the date of this Agreement and filed the Plan or such shorter period as may be required by BUYER without delay following SELLER's Applicable Law), applications to the appropriate Governmental Authorities responsible for competition or antitrust matters for approval of or non-objection to the Merger, including filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976, as amended (“HSR”) and any other competition or antitrust filing required to be filed as a result of the execution and delivery of the Plan or as a condition to the consummation of the Merger in the European Union or any member state thereof or other jurisdiction (collectively with the filings under HSR, the “Competition Filings”). The parties will cooperate in good faith to identify as soon as practicable (and in any event, within ten (10) days after the date of the Plan), all of the Competition Filings or any other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger and make all such applications; filings promptly thereafter. Without limiting the foregoing, each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in the Plan, use its reasonable best efforts to prepare and file all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by the Plan. In furtherance and not in limitation of the foregoing, the parties shall use their best efforts to resolve any objections as may be asserted with respect to the Competition Filings, provided, however, in that in no event will such applications shall Purchaser or the Company be filed later than sixty (60) days from required, in order to secure the date consents, approvals or absence of this Agreementobjections under the Competition Filings, as applicable, be required to limit or divest any existing business activity or engage in litigation. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence Each of the filing Company and Purchaser shall, to the extent practicable, consult with the other, subject to applicable laws relating to the exchange of each and all of such applicationsinformation, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's request, of developments and progress with respect to all written information submitted to, any regulatory authorities in connection with the transactions contemplated by the Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and regulatory authorities necessary or advisable to consummate the transactions contemplated by the Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. In furtherance and not in limitation of the foregoing sentence, the Purchaser and Acquisition Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from the United States Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby. If any such mattersparty receives a request for additional information or documentary material from any such Governmental Authority with respect to the Merger and transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request.

Regulatory Applications. BUYER shall prepare and submit for filing, at no expense to SELLER, any and all applications, filings, and registrations with, and notifications to, all federal and state authorities required on the part of BUYER or any shareholder or affiliate of BUYER for the Acquisition to be consummated at on the Closing as contemplated in Section 6.01 terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall provide SELLER with a draft copy of each application, filing, registration, and notification for SELLER's ’s approval prior to filing, which approval by SELLER will not be unreasonably withheld or delayed. Such applications will be submitted to SELLER in draft form within thirty (30) days from the date of this Agreement and filed by BUYER without delay following SELLER's ’s approval of such applications; provided, however, that in no event will such applications be filed later than sixty (60) days from the date of this Agreement. Thereafter, BUYER shall pursue all such applications, filings, registrations, and notifications diligently and in good faith, and shall file such supplements, amendments, and additional information in connection therewith as may be reasonably necessary for the Acquisition to be consummated at such Closing on the terms set forth herein and for BUYER to operate the Offices following the Closing. BUYER shall deliver to SELLER evidence of the filing of each and all of such applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). BUYER shall also deliver to SELLER a copy of each material notice, order, opinion and other item of correspondence received by BUYER from such federal and state authorities (except for any confidential portions thereof) and shall advise SELLER, at SELLER's ’s request, of developments and progress with respect to such matters.