ANTITRUST IMPROVEMENTS ACT COMPLIANCE Sample Clauses

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG and Sub and the Stockholder, Xx. Xxxxx and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if UAG or the Stockholder shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholder, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in Section 8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SAG, the Stockholders and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Hart-Xxxxx-Xxxxxx Xxx and the rules and regulations promulgated thereunder with respect to the transactions contemplated herein. SAG shall prepare all of the filings required pursuant to this Section 5.11 and SAG shall pay the Hart-Xxxxx-Xxxxxx Xxx filing fee relating to such filings, provided, however, that each Party shall pay the attorney's, consulting, accounting and other consulting fees or expenses in connection with the preparation of each respective Person's filing. The Parties shall use their Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the Hart-Xxxxx-Xxxxxx Xxx to terminate or expire at the earliest possible date, and to resist vigorously, at SAG's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if SAG shall determine that continuing such resistance is not in its best interest, SAG may, by written notice to the other Parties, terminate this Agreement with the effect set forth in SS.8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED, HOWEVER, that if UAG or the Stockholder shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholder, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in SECTION 8.2 hereof. In the event that the Stockholder incurs any expense in connection with any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, UAG shall reimburse the Stockholder for such expense unless the Stockholder incurred such expense after UAG notified the Stockholder that UAG intended to terminate the Agreement.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. 21 5.12 USE OF "JAY XXXOMOTIVE" NAME .......................................... 21 5.13 RELATED PARTY/STOCKHOLDER LOAN ........................................ 21
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. Buyer, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective Ultimate parent" entities under the Hart-Xxxxx-Xxxxxx Xxxitrust improvements Act of 1976, as amended (the "H.S.R. Act"). and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. Buyer shall pay the H.S.R. filing fee relating to such filings. Buyer (with Company and each JAG Subsidiary's help as may be needed) shall use its Best Efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H.S.R. Act to terminate or expire at the earliest possible date and to resist vigorously, at Buyer's expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED, HOWEVER, that if Buyer shall determine in Buyer's sole discretion that continuing such resistance is not in the best interest of Buyer, Buyer may, by written notice to the other Parties, terminate this Agreement with the effect set forth in Article 8.3(c) hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG and the Merger Subs and the Stockholders and the Companies, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the H-S-R Act, and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H-S-R Act to terminate or expire at the earliest possible date and to resist vigorously, at their respective cost and expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; provided, however, that if UAG or the Stockholders shall determine after issuance of any preliminary injunction that continuing such resistance is not in its or their best interests, UAG or the Stockholders, as the case may be, may, by written notice to the other party, terminate this Agreement with the effect set forth in Section 8.2 hereof.
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. Certain Changes and Conduct of Business of the Companies..44 5.5 No Intercompany Payables or Receivables...................48 5.6 Negotiations..............................................48 5.7 Consents; Cooperation.....................................48 5.8
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ANTITRUST IMPROVEMENTS ACT COMPLIANCE. SUNBELT, the Stockholder and the Company, as applicable, shall each file or cause to be filed with the Federal Trade Commission and the United States Department of Justice any notifications required to be filed by the respective "ultimate parent" entities under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "H.S.R. Act"), and the rules and regulations promulgated thereunder, with respect to the transactions contemplated herein. SUNBELT shall pay the H.S.R. fling fee relating to such filings. The parties shall use their best efforts to make such filings promptly, to respond to any requests for additional information made by either of such agencies, to cause the waiting periods under the H.S.R. Act to terminate or expire at the earliest possible date and to resist vigorously, at SUNBELT'S expense (including, without limitation, the institution or defense of legal proceedings), any assertion that the transactions contemplated herein constitute a violation of the antitrust laws, all to the end of expediting consummation of the transactions contemplated herein; PROVIDED HOWEVER, that if SUNBELT shall determine that continuing such resistance is not in its best interest, SUNBELT may, by written notice to the other Parties, terminate this Agreement with the effect set for the in SECTION 8.2 hereof.
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Related to ANTITRUST IMPROVEMENTS ACT COMPLIANCE

  • COMPLIANCE WITH OCCUPATIONAL SAFETY AND HEALTH By submission of a bid in response to this solicitation, the Bidder certifies that all material, equipment, etc., contained in their bid meets all OSHA requirements. Bidder further certifies that if they are the awarded Contractor, and the material, equipment, etc., delivered is subsequently found to be deficient in any OSHA requirements in effect on date of delivery, all costs necessary to bring the material, equipment, etc., into compliance with the aforementioned requirements shall be borne by the Contractor.

  • Xxxxx Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Subrecipient shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation).

  • Certification of Compliance with the Energy Policy and Conservation Act When appropriate and to the extent consistent with the law, Vendor certifies that it will comply with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq; 49 C.F.R. Part 18) and any mandatory standards and policies relating to energy efficiency which are contained in applicable state energy conservation plans issued in compliance with the Act. Does Vendor agree? Yes

  • Americans with Disabilities Act Compliance A. PROVIDER and all Subcontractors agree not to discriminate on the basis of disability in accordance with The Americans with Disabilities Act (ADA) of 1990, the Wisconsin Statutes secs. 111.321 and 111.34, and Chapter 19 of the Dane County Code of Ordinances. PROVIDER agrees to post in conspicuous places, available to employees, service recipients, and applicants for employment and services, notices setting forth the provisions of this paragraph. B. PROVIDER shall give priority to those methods that offer programs and activities to disabled persons in the most integrated setting. Where service or program delivery is housed in an inaccessible location, and accessible alterations are not readily achievable, PROVIDER agrees to offer “programmatic accessibility” to recipients (real or potential) of said services and programs (e.g. change time/location of service). C. PROVIDER agrees that it will employ staff with special translation and sign language skills appropriate to the needs of the client population, or will purchase the services of qualified adult interpreters who are available within a reasonable time to communicate with hearing impaired clients. PROVIDER agrees to train staff in human relations techniques and sensitivity to persons with disabilities. PROVIDER agrees to make programs and facilities accessible, as appropriate, through outstations, authorized representatives, adjusted work hours, ramps, doorways, elevators, or ground floor rooms. PROVIDER agrees to provide, free of charge, all documents necessary to its clients’ meaningful participation in PROVIDER’s programs and services in alternative formats and languages appropriate to the needs of the client population, including, but not limited to, Braille, large print and verbally transcribed or translated taped information. The PROVIDER agrees that it will train its staff on the content of these policies and will invite its applicants and clients to identify themselves as persons needing additional assistance or accommodations in order to apply for or participate in PROVIDER’s programs and services.

  • National Environmental Policy Act All subrecipients must comply with the requirements of the National Environmental Policy Act (NEPA) 42 U.S.C. 4321 et seq., and the Council on Environmental Quality (CEQ) Regulations (40 C.F.R. Parts 1500-1508) for Implementing the Procedural Provisions of NEPA, which requires Subrecipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans.

  • Occupational Safety and Health Acts Contractor(s) who perform any work under this contract shall fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and any amendments thereto and regulations pursuant to the act. Any Contractor who fails to do so may be terminated for cause as set forth below.

  • Occupational Health and Safety Act The Employer, the Union, and the Employees recognize they are bound by the provisions of the Occupational Health and Safety Act, S.N.S. 1996, c.7, and appropriate federal acts and regulations. Any breach of these obligations may be grieved pursuant to this Agreement.

  • Credit Reporting; Gramm-Leach-Bliley Act (a) With respect to each Mortgage Loan, each Sexxxxxx xxxxxx xx xully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and TransUnion Credit Information Company (three of the credit repositories), on a monthly basis. (b) Each Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999 and all applicable regulations promulgatxx xxxxxxxxxx, xxxating to the Mortgage Loans required to be serviced by it and the related borrowers and shall provide all required notices thereunder.

  • Securities Act Compliance After the date of this Agreement, during the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Pricing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, the Pricing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

  • ENERGY POLICY AND CONSERVATION ACT COMPLIANCE To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

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