Approvals; Cooperation. Each of the parties will, and will cause its Affiliates to use, Reasonable Efforts, in good faith, to take or cause to be taken or do, or cause to be done, all things necessary, proper and advisable to satisfy all conditions to the obligations of the parties under this Agreement over which it has control or influence and to cause the transactions contemplated hereby to be consummated on or prior to the Closing Date in accordance with the terms hereof, including, without limitation, by using Reasonable Efforts to: (i) obtain any required consents, approvals or authorizations of any governmental entity or any third party, (ii) effect all necessary registrations and filings and submissions of information required or requested by any governmental entity with respect to the transactions contemplated hereby, and (iii) where requested by Buyer, seek to obtain estoppel certificates from landlords; provided that Seller shall not make any agreement or understanding affecting the BP Assets or the Business as a condition for obtaining any such consents or waivers except with the prior written consent of Buyer. Each of the parties will, and will cause its Affiliates to, cooperate fully with each other party and their respective officers, directors, employees, agents, counsel and other designees in connection with using such efforts, satisfying such conditions and causing the Closing to occur in accordance with the terms hereof. In furtherance and not in limitation of Section 5.1(a), each of Buyer and Seller hereby represents and warrants that on May 27, 2005, it made and as required by applicable Laws, caused its Affiliates to make, such filings as required by the HSR Act with respect to the transactions contemplated by this Agreement, and Buyer and/or Seller, as required by applicable Laws, will and will cause their respective Affiliates to, promptly make such filings, if any, as required by any other applicable Antitrust Law with respect to the transactions contemplated by this Agreement. Seller and Buyer will promptly inform the other party of any material communication received by such party from any governmental entity in respect of any such filing or submission. Each of the parties will, and will cause its Affiliates to (i) use its respective Reasonable Efforts to comply as expeditiously as possible with all requests of any governmental entity for additional information or documents, including, without limitation, information or documents requested under the HSR ...
Approvals; Cooperation. Provided that the same rights (with such changes to reflect the form of entity) provided by Section 9.3(a) are preserved in a Restructuring or Liquidity Transaction (unless waived or modified by OU Consent), the Members shall cooperate in good faith and execute all documents requested by the Managing Member in connection with any Restructuring or Liquidity Transaction, including by taking all necessary or advisable actions to (i) amend this Agreement or change the capitalization or organizational structure of the Company and its Subsidiaries, including by executing any documents that (x) alter the capital structure of the Company and its Subsidiaries, (y) provide for the conversion of the Company to a corporation or such other entity, whether through the issuance, conversion or exchange of equity securities or otherwise, or (z) form a parent holding company that is classified as a corporation for U.S. federal income tax purposes and whose primary asset would consist of Equity Securities in the Company (with the Company remaining a partnership for U.S. federal income tax purposes), which parent holding company would be PublicCo with continuing Members of the Company (other than PublicCo) having a right, subject to certain conditions, to exchange their Units for cash or shares of PublicCo (as determined by the Managing Member or by PublicCo); ; (ii) merge, convert or consolidate the Company; (iii) form a Subsidiary holding company that would serve as PublicCo and to distribute its Units to the Members; (iv) transfer, domesticate or otherwise move the Company to another jurisdiction; (v) exchange Units for shares of PublicCo or Equity Securities in other Persons and/or for cash; (vi) enter into any lockup agreement requested by the Managing Member; (vii) enter into any definitive or ancillary agreement with the Company or PublicCo; and (viii) take such other steps as the Managing Member deems necessary or advisable to create a suitable vehicle for the Restructuring or Liquidity Transaction. In furtherance, and not in limitation of the foregoing, in connection with an Liquidity Transaction, the Managing Member shall be permitted to cause each Member to exchange its Units for other Company Equity Securities or for common stock of the PublicCo or Equity Securities in other Persons and cash in lieu of any fractional interests with an economic value equal to the Fair Market Value thereof. Following a Liquidity Transaction, the Members shall have registration right...
Approvals; Cooperation. 18 3.2 Operation of the Business......................................................................18 3.3 Access.........................................................................................20 3.4
Approvals; Cooperation. Whenever a matter requires the approval of the Town under this Agreement, the Town shall work closely and in good faith with Xxxxx to achieve the high quality Parking Deck contemplated by this Agreement. The Town, as fee owner of the Property, shall cooperate with Xxxxx in obtaining any easements necessary for construction of the Parking Deck.
Approvals; Cooperation. Stone City shall use its best efforts to perform and fulfill all other conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Merger in accordance with the terms and provisions hereof. Stone City shall furnish (or cause Stone City Bank to furnish) to German American in a timely manner all information, data and documents in the possession of Stone City or Stone City Bank requested by German American as may be required to obtain any necessary regulatory or other approvals of the Merger (all of which shall be true, accurate and complete, to the best of the knowledge of their management) and shall otherwise cooperate fully with German American to carry out the purpose and intent of this Agreement. Stone City shall not (a) knowingly take any action while knowing that such action would, or is reasonably likely to, prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code or the offer and sale of German American Common pursuant to the Merger from being deemed exempt under Rule 506 under the Securities Act of 1933; or (b) knowingly take any action or inaction that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in this Agreement not being satisfied, (iii) a material violation of any provision of this Agreement or (iv) a delay in the consummation of the Merger except, in each case, as may be required by applicable law or regulation.
Approvals; Cooperation. (a) Upon execution of this Precedent Agreement, Southern and Shipper agree to promptly seek, and to exercise good faith efforts to cause any and all other parties whose participation is required to promptly seek the regulatory approvals, including from the FERC all necessary authorizations under the Natural Gas Act (the "FERC AUTHORIZATIONS"), as may be necessary to construct, install and operate the Cypress Project consistent with the terms of this Precedent Agreement. Southern and Shipper reserve the right to file and prosecute applications for any required authorizations, any supplement or amendment to an application, and any court review as each deems in its best interests.
(b) Southern shall provide Shipper from time to time, but in no event less frequently than once a month, with updates of its progress in obtaining the FERC Authorizations to construct the Cypress Project. Progress Energy Precedent Agreement (continued)
(c) Southern and Shipper each agree to execute and deliver all other additional instruments and documents, and to do all other acts, as may be reasonably necessary to effectuate the terms and provisions of this Precedent Agreement.
(d) Southern shall not be obligated to prosecute its application with the FERC or seek any other regulatory approvals or permit applications or proceed with the construction of the Cypress Project unless and until it holds an open season soliciting bids from other shippers.
(e) Once the open season for subscription for the Cypress Project has closed and been finalized, Southern will actively pursue design, engineering and title work as necessary to facilitate the filing of the FERC Authorizations and the FERC review process, but it shall not be required to commit significant capital expenditures for right-of-way or materials for the project unless and until it receives a Preliminary Determination, as defined in Section 5(a)(i)(B) below, from the FERC approving the commercial aspects of the filing in a manner acceptable to Southern or until all conditions precedent set forth in Section 5(b) below are met by Shipper.
