Agreements to Implement Sample Clauses
Agreements to Implement. 4.1 AerCap and the Purchaser agree to use reasonable best efforts to take the steps necessary, proper or advisable (including in connection with any requirement of any anti-trust, competition or anti-monopoly Governmental Authority, agreeing to divest Company Group assets or any business or assets of the Purchaser Group) to obtain or cause to be obtained as promptly as practicable after the Signing Date (which shall not be later than any date required by applicable Law) all Governmental Approvals that are necessary to complete and make effective the transactions contemplated by the Transaction Agreements, including the regulatory and anti-trust approvals listed in Schedule 5 and Schedule 6.
4.2 The Seller and the Purchaser and each of their respective Affiliates shall, and the Seller shall cause the Company to, contest or otherwise resist any Action, including any Action by a private party, challenging any of the transactions contemplated by the Transaction Agreements.
4.3 No party shall take any action that it is aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Governmental Approvals that are necessary, proper or advisable under the Transaction Agreements and applicable to complete and make effective the transactions contemplated by the Transaction Agreements.
4.4 Subject to the restrictions set forth in clause 8.1, the Parent and the Seller agree to use reasonable best efforts to take the steps necessary, proper or advisable to obtain or cause to be obtained as promptly as practicable after the Signing Date all Governmental Approvals that are necessary to complete and make effective the transactions contemplated by the Transaction Agreements, including the regulatory and antitrust approvals listed in Schedule 5 and Schedule 6.
4.5 AerCap and the Purchaser, on the one hand, and the Parent and the Seller, on the other hand, shall promptly make or cause to be made as soon as practicable after the Signing Date with all due dispatch all filings and notifications with all Governmental Authorities that are necessary to complete and make effective the transactions contemplated by the Transaction Agreements. Subject to the confidentiality provisions of the Confidentiality Agreement and/or the confidentiality provisions set forth in clause 17 herein and except where prohibited by applicable Law, each party shall promptly supply the other parties with any information which may be required in order to ef...
Agreements to Implement. 4.1 The Purchaser agrees to use best efforts to take the steps necessary, proper or advisable (including in connection with any requirement of any anti-trust, competition or anti-monopoly Governmental Authority, agreeing to divest Company Group assets or any business or assets of the Purchaser, any Investor or any of their respective Affiliates) to obtain or cause to be obtained as promptly as practicable after the Signing Date (which shall not be later than any date required by applicable Law) all Governmental Approvals that are necessary to complete and make effective the transactions contemplated by the Transaction Agreements, including the regulatory and anti-trust approvals listed in Schedule 5, save that no party shall be obliged to agree to any action that would contravene any applicable Law, or would result in the imposition of any Burdensome Condition. “Burdensome Condition” means any action or condition that (i) requires the Purchaser or any of its Affiliates to agree to provide any capital to any Company Group Member, (ii) requires the Purchaser or any of its Affiliates to agree to reduce its ownership stake or voting (or similar control) rights in the Company (or enter into any commitment to reduce its ownership stake or voting (or similar control) rights over time) or otherwise change the direct or indirect governance or ownership structure of the Purchaser, any Investor, the Company or any Material Subsidiary, including by entering into any joint venture, partnership, voting trust or similar arrangement with any partner, co-investor or other third party (other than the Investors), or (iii) individually or in the aggregate with any other actions proposed to be taken in accordance with clause 4.1, would result in, or would reasonably be expected to result in, a material adverse effect on the present or prospective consolidated business, assets, liabilities, results of operations or condition (financial or otherwise) of the Purchaser and its Affiliates (without giving effect to the acquisition of any Group Company), taken as a whole, or of the Company Group, taken as a whole. “Seller Burdensome Condition” means any action or condition that (i) requires the Seller or the Parent or any of their respective Affiliates to agree to provide any capital to any Company Group Member, (ii) requires the Seller or the Parent or any of their respective Affiliates to agree to reduce its ownership stake or voting (or similar control) rights in the Company (or e...
