Common use of Certain Filings, Consents and Arrangements Clause in Contracts

Certain Filings, Consents and Arrangements. FirstMerit and CoBancorp shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable between the date of this Agreement and the Effective Time and each FirstMerit Subsidiary or CoBancorp Subsidiary that is a bank or savings association shall also file all reports required to be filed with the FRB, the OCC, the OTS and the Division with respect to the Merger and the other transactions contemplated by this Agreement, (b) cooperate with one another (i) in promptly 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 or foreign law or regulation, and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, permits or authorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission

Certain Filings, Consents and Arrangements. FirstMerit The Acquiror and CoBancorp the Company shall (a) promptly file all reports make their respective filings, and applications shall thereafter use their best efforts promptly to make any required to be filed with submissions, under the CommissionXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the FRB and such other Governmental Entities as amended (the "Regulatory AuthoritiesHSR Act") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable between the date of this Agreement and the Effective Time and each FirstMerit Subsidiary or CoBancorp Subsidiary that is a bank or savings association shall also file all reports required to be filed with the FRB), the OCC, the OTS and the Division with respect to the Merger and the other transactions contemplated by this Agreement, (b) promptly file all applications and reports required to be filed with all applicable governmental entities between the date of this Agreement and the Effective Time and promptly cause each Acquiror Subsidiary or Company Subsidiary that is a bank to make all filings required to be made with all applicable governmental entities, with respect to the Merger and the other transactions contemplated by this Agreement, (c) cooperate with one another (i) in promptly determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other applicable federal, state or foreign law or regulation, regulation and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, permits or authorizations, authorizations and (cd) subject to the qualifications set forth in the proviso in Section 5.4, deliver to the other party parties to this Agreement copies of all such applications reports and reports filings promptly after they are filed. In no eventNotwithstanding anything to the contrary contained in this Agreement, however, the Acquiror shall either party hereto not be liable for required to take any untrue statement of a material fact or omissionaction that would subject it to any obligations under ISRA unless the Effective Time shall have occurred.