Third Party Consents and Governmental Approvals Sample Clauses
Third Party Consents and Governmental Approvals. (a) From the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to Article VIII:
(i) The Buyer and the Seller shall cooperate and use commercially reasonable efforts to give all third-party notices and obtain all third-party consents that are listed on Schedule 5.4 as promptly as practicable; provided, that, the Buyer shall be responsible for all reasonable and documented third-party costs and expenses associated therewith.
(ii) Each party shall cooperate and use commercially reasonable efforts (A) to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the Transactions; (B) to submit promptly any additional information requested by any such Governmental Authority; and (C) to obtain any required consent, clearance, expiration or termination of a waiting period, authorization, order or approval of, or any exemption by, any Governmental Authority with respect to the Transactions. Without limiting the generality of the foregoing, the Buyer and the Seller shall, within five (5) Business Days following the date of execution of this Agreement, make or cause to be made any and all required filings under the HSR Act (and will request early termination of the waiting period required under the HSR Act). The parties agree to cooperate and respond as promptly as practicable to inquiries or requests for information received from the Federal Trade Commission, Department of Justice or any other Governmental Authority in connection with any such filings. Each of the Buyer and the Seller shall (1) give the other party prompt notice of the commencement of any Proceeding under the Antitrust Laws by or before any Governmental Authority with respect to the Transactions, (2) keep the other party informed as to the status of any such Proceeding, and (3) promptly inform the other party of any communication to or from any Governmental Authority regarding the Transactions. The Buyer and the Seller will consult and reasonably cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Proceeding under the Antitrust Laws relating to the Transactions. In addition, except as may be prohibited by any Governmental Authority or by an...
Third Party Consents and Governmental Approvals. Seller shall have ----------------------------------------------- obtained all third party consents and governmental approvals, if any, required for the transfer or continuance, as the case may be, of the Assumed Contracts, the Permits and the Site Leases, each in a form which is satisfactory to Buyer in its sole and absolute discretion and without additional cost, expense or liability to Buyer.
Third Party Consents and Governmental Approvals. Except as set forth in Section 5.21 of the Foilmark Disclosure Memorandum, no Consent, authorization, approval, permit or license of, or filing with, any Regulatory Authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Foilmark.
Third Party Consents and Governmental Approvals. Except as set forth in Section 6.21 of the Holopak Disclosure Memorandum, no Consent, authorization, approval, permit or license of, or filing with, any Regulatory Authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Holopak.
Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement:
(a) The Company shall use commercially reasonable efforts to obtain, as promptly as practicable, all third party consents which are listed on Schedule 2.5 and marked with an asterisk.
(b) The Buyer and the Company shall (i) cooperate fully and use their best efforts to obtain all governmental and regulatory approvals necessary to consummate the transactions contemplated by this Agreement as promptly as practicable; (ii) on or prior to November 21, 2012, make all required filings under the HSR Act and each other antitrust Legal Requirement applicable to the transactions contemplated by this Agreement that requires a filing prior to the Closing; (iii) furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any such filing; (iv) inform the other promptly of any communication made by or on behalf of such party to (including permitting the other party to review such communication in advance), or received from, any Governmental Authority relating to this Agreement or the transactions contemplated hereby; (v) to the maximum extent permitted by any Legal Requirement, furnish the other party with copies of all substantive or otherwise material correspondence, filings, and written communications between such party and its Affiliates or their respective representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby; (vi) not participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry relating to this Agreement or the transactions contemplated hereby unless it consults with the other in advance, and to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate thereat; and (vii) use their commercially reasonable efforts to resolve any concerns raised by any Governmental Authority and to take promptly any and all actions necessary or advisable to avoid each and every impediment under any antitrust Legal Requirement to enable the parties to close the transactions contemplated by this Agreement as promptly as practicable. The Buyer will be responsible for payment of all filing and other fees associated with obtaining such approvals.
(c) The Company shall obtain all consents required, if any, to the Real...
Third Party Consents and Governmental Approvals. To the best of NSC's Knowledge, all Third Party Consents (other than Governmental Approvals) are described in Schedule 2.6. To the best of NSC's Knowledge, all material Governmental Approvals related to the Coke Facilities and to the operations of the Great Lakes Facility on Zug Island that are required to operate the Coke Facilities substantially as currently operated are listed on Schedule 3.2. Except as set forth in Schedule 3.2, all such Governmental Approvals are in full force and effect. NSC shall use all reasonable efforts to assist EES Coke in obtaining a transfer to EES Coke of those Governmental Approvals currently held by NSC that are required by applicable Law to be in EES Coke's name after the Closing Date.
Third Party Consents and Governmental Approvals. Except for such third-party consents and government approvals that are listed in Section 4.21 of the Disclosure Schedule and any additional third-party consents or government approvals that are obtained on or prior to the Closing Date, no approval of any Governmental Entity or other approval, consent, waiver, order or authorization of, or registration, qualification, declaration, or filing with, or notice to, any third party is required on the part of any Seller or Transferred Subsidiary in connection with the execution and delivery of this Agreement, the assignment of any Material Contract, the transfer of the Stock, the execution and delivery of any Sublease or the consummation of the transactions contemplated by this Agreement.
Third Party Consents and Governmental Approvals. PNE shall have ----------------------------------------------- obtained all third party consents and governmental approvals, if any, required for the transfer or continuance, as the case may be, of the Assumed Contracts listed on Schedules 2.4(a) and 4.15 of the PNE Disclosure Memorandum (and contracts of a similar nature that would have been listed on Schedules 2.4(a) and 4.15 had they been in existence on the date of this Agreement), the Licenses and the Site Leases, each in a form satisfactory to the NextMedia Parties in their sole and absolute discretion and without additional cost, expense or liability to the NextMedia Parties.
Third Party Consents and Governmental Approvals. To the best of NSC's Knowledge, all Third Party Consents (other than Governmental Approvals) are described in Schedule 2.6. To the best of NSC's Knowledge, all material Governmental Approvals required to sell and transfer the Coal Inventory to DTE Coal ("Coal Inventory Governmental Approval") are listed on Schedule 3.2. Except as set forth in Schedule 3.2, all such Governmental Approvals are in full force and effect.
Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement:
(a) The Buyer and the Company shall cooperate fully and use their best efforts to obtain all third party consents which are listed on Schedule 2.5 and marked with an asterisk as promptly as practicable.
(b) Promptly following the date of execution of this Agreement (and, in any event, within five (5) business days) the parties shall make or cause to be made any and all required filings under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and will request early termination of the waiting period required under the HSR Act. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by the Federal Trade Commission or the Department of Justice in connection with any such filings. The Buyer will be responsible for the payment of all filing fees with the Federal Trade Commission or the Department of Justice associated with obtaining such approvals.
(c) The Buyer will not, and will not permit any of its Affiliates to, take any action or consummate any transaction if the intent or reasonably anticipated consequence of such action or transaction would be to prohibit, delay or impair the parties from obtaining any approval or consent required by this Agreement.