Certain Filings and Consents. The parties shall cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in either case, in connection with consummation of the Contemplated Transactions and (b) subject to the terms and conditions of this Agreement and the Contribution Agreement, in taking such actions or making any such filings, furnishing information required in connection with taking such actions or making such filings and seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings and Consents. Seller, the Company and Purchaser ---------------------------- shall (i) as promptly as practicable make any required filings and submissions under the HSR Act and state insurance Regulations with respect to the purchase and sale of the Shares, (ii) cooperate with each other in determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other federal, state, local or foreign Regulation or whether any consents, approvals or waivers are required to be obtained from other parties to Leases or other contracts in connection with the consummation of the purchase and sale of the Shares or the other transactions contemplated hereby, and (iii) actively assist each other in obtaining any consents, permits, authorizations, approvals or waivers which are required. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other government or governmental authority regarding the transactions contemplated hereby. If any party receives a request for additional information or documentary material from any such government or governmental authority, then such party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response to such request.
Certain Filings and Consents. The Company and Parent will cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Material Contracts, in connection with the transactions contemplated by this Agreement and (b) in using their best efforts to make all such filings and to obtain all such consents, approvals and waivers. The Company and Parent will each promptly file Notification and Report Forms under the HSR Act and respond as promptly as practicable to all requests for additional information or documentation received from the Antitrust Division of the United States Department of Justice or the Federal Trade Commission.
Certain Filings and Consents. The Company and Parent will cooperate with one another (a) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official, or authority is required, or any actions, consents, approvals, or waivers are required to be obtained from parties to any Company Contracts ("THIRD PARTY CONSENTS") in connection with the transactions contemplated by this Agreement and (b) in attempting to take all such actions, to obtain all such consents, approvals, and waivers, and to make all such filings.
Certain Filings and Consents. The Company, the Parent and the Buyer will use their respective best efforts to comply with all legal requirements which may be imposed on them with respect to the transactions contemplated by this Agreement. The Company, the Parent and the Buyer will use their respective best efforts to obtain (and to cooperate with any other party in obtaining) any consent, authorization, order or approval of, or exemption by, any regulatory authority, or third party, required to be obtained in connection with the transactions contemplated by this Agreement.
Certain Filings and Consents. Purchaser, Acquisition and the Company shall (a) cooperate with each other in determining whether any filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any federal or state law or regulation or whether any consents, approvals or waivers are required to be obtained from other parties to loan agreements or other contracts material to the business of the Company and its subsidiaries taken as a whole in connection with the consummation of the Merger and (b) actively assist each other in making any such filings and obtaining any consents, permits, authorizations, approvals or waivers that are required.
Certain Filings and Consents. The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the Transactions and (iii) in taking such actions or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers. The Company and Parent shall reasonably cooperate in seeking to obtain consents and waivers with respect to Contracts to which the Company or a Company Subsidiary is a party (which may or may not be obtained); provided, that (A) neither the Company nor any of the Company Subsidiaries will make or agree to make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of monetary or economic value for the purposes of obtaining any such consents without the prior consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned and (B) no failure to obtain any such consent or waiver or any Contract termination as a result of such failure shall result in the failure of any condition set forth in Article VIII.
Certain Filings and Consents. Each party to this Agreement shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Body is required, or whether any Consents are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by the Transaction Documents, and (ii) subject to the terms and conditions of this Agreement and the other Transaction Documents, in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such Consents. Until the Closing, the Sellers and the Company shall, and the Company shall cause its Subsidiaries to, use their commercially reasonable efforts to obtain, upon the request of Buyer, any such Consents; provided, however, that such cooperation shall not include any requirement of the Company, any Subsidiary or any Seller at any time to expend money (other than filing fees and other nominal amounts), commence or participate in any material claim, action, proceeding or litigation or offer or grant any material accommodation (financial or otherwise) to any third Person. Notwithstanding the foregoing, however, Buyer acknowledges that certain Consents with respect to the transactions contemplated by this Agreement and the other Transaction Documents may be required from parties to certain agreements or Governmental Authorizations identified on the Disclosure Schedule hereto and that such Consents have not been and/or will not be obtained prior to the Closing. Buyer agrees that no Seller or the Company shall have any liability whatsoever to Buyer or Guarantor arising out of or relating to the failure of the Company to obtain any such Consents that may be required in connection with the transactions contemplated by the Transaction Documents or because of the termination of any agreement or Governmental Authorizations as a result of the failure to obtain a Consent thereunder. Buyer and Guarantor further agree that no representation, warranty or covenant of Sellers or the Company contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (i) the failure to obtain any Consent or Government Authorization, (ii) any such termination or (iii) any claim, action or proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such ...
Certain Filings and Consents. (a) As soon as practicable after the date of this Agreement, Seller and Buyer shall file (i) applications with or notifications to the FCC for consent to the transfer of control of the FCC Authorizations from Seller to Buyer, and such other applications with the FCC as may be advisable in the reasonable judgment of the parties hereto, all of which applications and notifications will comply in all material respects with the requirements of the Communications Act of 1934 and the rules of the FCC, and (ii) applications for all consents and approvals of the SCC and other regulatory consents and approvals necessary for the consummation of the transactions contemplated hereby, if any. Seller and Buyer shall use commercially reasonable efforts to file the applications for the consent of the FCC within 10 business days after the date of this Agreement. Seller and Buyer shall diligently prosecute all applications referred to in the first sentence of this Section and shall take all such actions and give all such notices as may be required or requested by the FCC or any other regulatory agency or as may be appropriate in an effort to expedite the grant of such consent by the FCC or such regulatory agency. Upon final resolution of all issues with respect to the ROFR, Buyer and Seller shall file new applications or notifications with the FCC, or appropriate amendments to applications or notifications already filed with the FCC, if necessary to properly reflect the structure of the transactions contemplated hereby following resolution of such issues.
Certain Filings and Consents. Natwest Plc and FFG shall ---------------------------- cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any Company Contracts, Bancorp Contracts or the agreements referred to in Section 7.8 in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers; provided that no Company Contract or Bancorp Contract shall be amended to -------- increase materially the amount payable thereunder or to be otherwise materially more burdensome to the Included Subsidiaries in order to obtain any such actions, consents, approvals or waivers, without first obtaining the written approval of FFG, which shall not be unreasonably withheld.
