Buyers and Sellers acknowledge that the transactions contemplated by this Agreement Sample Clauses

Buyers and Sellers acknowledge that the transactions contemplated by this Agreement may require filings with the FTC and the Antitrust Division under the HSR Act. Without limiting the generality of Section 5.4(a), each of Buyers and Sellers shall use its commercially reasonable efforts to obtain the termination or expiration of any applicable waiting period and/or to take any other action to obtain any approval, authorization, clearance, Order, Permit or consent by any Governmental Entities required to consummate the transactions contemplated by this Agreement under the HSR Act (“HSR Regulatory Approval”). In connection with the HSR Regulatory Approval, Buyers and Sellers shall each, subject to applicable Law and if permitted: (i) as promptly as reasonably practicable, but in any event no later than 15 Business Days from the Signing Date, make all filings or registrations with, notification to the Department of Justice and Federal Trade Commission under the HSR Act in connection with this Agreement and the Ancillary Agreements (“HSR Filings”), and thereafter promptly make any other submissions and responses requested by a Governmental Entity (including promptly responding to any request for additional information) with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) furnish all information reasonably requested by any other Party for any HSR Filings to be made by any Party hereto in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (iii) act in good faith and reasonably cooperate with each other Party in connection with any HSR Filings (including, by providing each other Party or their Representatives a reasonable opportunity to comment on any submissions to a Governmental Entity in connection with obtaining the HSR Regulatory Approval, considering all such comments in good faith and furnishing copies of all HSR Filings to outside counsel for a non-filing Party and, if requested, to such other Party); (iv) keep each other Party informed with respect to any substantive communication received from, or given to, any Governmental Entity and of any material communication received or given in connection with any proceeding brought under antitrust Law by a private party, in each case, relating to the transactions contemplated by this Agreement and the Ancillary Agreements; (v) provide each other Party with prior notice of any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any HSR Filings; (vi) reasonably consult and ...
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Related to Buyers and Sellers acknowledge that the transactions contemplated by this Agreement

  • Other Closing Documents Buyer shall have received such other duly executed certificates, instruments and documents in confirmation of the representations and warranties of the Company or the Members or in furtherance of the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request.

  • Corporate Authority Relative to this Agreement; No Violation (a) The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the representations and warranties set forth in Section 4.25 are true and correct and the Company Stockholder Approval is obtained, to consummate the Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and, assuming the representations and warranties set forth in Section 4.25 are true and correct, except for the filing of the Certificate of Merger with the DSOS, no other corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the consummation of the Transactions other than, with respect to the Merger, obtaining the Company Stockholder Approval. Prior to the execution of this Agreement, the Company Board of Directors unanimously (x) resolved that this Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the stockholders of the Company, (y) approved and declared advisable this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL and (z) has adopted a resolution to make the Company Board Recommendation and to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus, in each case subject to Section 5.3. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Ancillary Documents The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following:

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

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