ANTITRUST IMPROVEMENTS ACT COMPLIANCE Sample Clauses

ANTITRUST IMPROVEMENTS ACT COMPLIANCE. UAG and Sub 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 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 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. 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. 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, 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. 43 5.4 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

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • HSR Any applicable waiting period under the HSR Act shall have expired or been terminated.

  • 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.

  • Securities Act Compliance After the date of this Agreement, the Company shall promptly advise the Agent 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, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus, any Free Writing Prospectus; (iii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) 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, any Rule 462(b) Registration Statement or any amendment or supplement to the Prospectus or of any order preventing or suspending the use of any Free Writing Prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares 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 at any time, the Company will use its best efforts to obtain the lifting of such order as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b) and Rule 433, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

  • Environmental, Health and Safety Matters (a) The Company has complied and is in compliance with all Environmental, Health, and Safety Requirements.

  • FIRPTA Compliance On the Closing Date, the Company shall deliver to Parent a properly executed statement in a form reasonably acceptable to Parent for purposes of satisfying Parent's obligations under Treasury Regulation Section 1.1445-2(c)(3).

  • Antitrust Notification If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.

  • Anti-Money Laundering/International Trade Law Compliance No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

  • HSR Compliance The applicable waiting period under the HSR Act shall have expired or been terminated.

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