Certain Filings, Etc. The Company, Parent and Purchaser shall 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith, and in seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings, Etc. Each of the Sellers and Buyer 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 third parties to any Material Company Contracts, in connection with the consummation of the Contemplated Transactions, and (b) 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 nothing in this Agreement shall obligate or be construed to obligate any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Material Company Contract; provided, further, that the obtaining of any such consents, approvals or waivers shall not be deemed to be conditions to the obligations of the parties to consummate the Contemplated Transactions unless set forth on Section 5.10
Certain Filings, Etc. Each of the Seller, each Acquired Company and the Buyer 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 third parties to any Leases or Contracts, in connection with the consummation of the Contemplated Transactions and (b) 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 nothing in this Agreement shall obligate or be construed to obligate the Seller or any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Lease or Contract. The parties acknowledge and agree that the obtaining of any such actions, consents, approvals or waivers will not be a condition to the obligation of any party to consummate the Contemplated Transactions at the Closing.
Certain Filings, Etc. Each of the parties hereto 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 third parties to any Material Contracts, in connection with the consummation of the Contemplated Transactions and (b) 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 nothing in this Agreement shall obligate or be construed to obligate any Seller or any Acquired Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Material Contract.
Certain Filings, Etc. Other than filings under the HSR Act and any applicable Insurance Laws which are dealt with in Section 8.4.1 above, each of Buyer and the Company shall cooperate with one another in a commercially reasonable manner (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 third parties to any Real Property Leases or Material Contracts, in connection with the consummation of the Contemplated Transactions and (b) 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 nothing in this Agreement shall obligate or be construed to obligate Seller or the Company to make or cause to be made any payment or concession to any third party in order to obtain any such action, consent, approval or waiver under any Real Property Lease or Material Contract.
Certain Filings, Etc. Xxxxxxx Xxxxxxx, the Primary Shareholders and Purchaser shall 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (b) in taking such actions or making any such filings, in furnishing such information as may be required in connection therewith, including without limitation filings under the HSR Act, and in seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings, Etc. Such parties will cooperate with one --------------------- another in determining whether any action by or in respect of, or filing with, any Governmental Entity or any action, consent, approval or waiver from any party to any material contract (other than any such action, filing, consent, approval or waiver otherwise referred to in this Agreement or on any schedule hereto) is required to be taken, made or obtained in connection with the consummation of the transactions provided for in this Agreement and in taking any such action, making any such filing or obtaining any such consent, approval or waiver.
Certain Filings, Etc. The Company shall prepare and caused to be filed with the SEC a current report on Form 8-K for the Company pertaining to the execution of this Agreement within the time frame required by the rules and regulations of the Exchange Act. The Purchaser shall prepare and file with the SEC a Schedule 13D and report of beneficial ownership on Form 3 within the time required by the Exchange Act. Both the Company and Purchaser acknowledge that they are subject to the reporting requirements of Section 13 of the Exchange Act.
Certain Filings, Etc. Each of the Buyer and the Company 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 third parties to any Leases or Material Contracts, in connection with the consummation of the Transactions and (b) 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.
Certain Filings, Etc. Each of the Company, Investor and Navistar shall cooperate with one another in and use commercially reasonable efforts with respect to (a) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any action, consent, approval, notice, filing or waiver (however called) is required (or the absence of which would result in the acceleration of any right or obligation thereunder) to be obtained, made, given, filed or sought from any third party that is party to any Contract related to the Defense Business, in connection with the consummation of the Contemplated Transactions and (b) taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain, make, give or file any such actions, consents, approvals, notices, filings and waivers (however called); provided, that none of Navistar or its Affiliates (including the Subject Companies) shall enter into any Contract, amend or terminate any Contract, make any payment or grant any concession or waiver (or permit any Subject Company to take any of the foregoing actions), in each case in connection with obtaining any consent, waiver or approval, without the prior written consent of Investor (such consent, with respect to Upfront Consent Costs, not to be unreasonably withheld, conditioned or delayed); provided, further, that the obtaining, making, giving or filing of any such consent, approval, notice, filing or waiver (however called) shall not be deemed to be a condition to the obligations of the parties to consummate the Closing, except to the extent contemplated by Section 6.7. Navistar shall bear (x) 100% of all Upfront Consent Costs incurred in connection with, or arising out of, the transfer, conveyance or assignment of the Transferred Assets or as a result of the Reorganization and (y) 100% of the first $1,000,000 of the Upfront Consent Costs incurred in connection with obtaining, making, giving, filing or seeking any such consents, approvals, notices, filings or waivers (however called) which are not subject to clause (x); provided that if such Upfront Consent Costs (together with any Upfront Consent Costs borne by Navistar pursuant to Section 8.11) would exceed $1,000,000 in the aggregate, and the Investor consents thereto (such consent not to be unreasonably withheld, conditioned or delayed), Navistar shall bear 28.57% of such Upfront Consent Costs to the extent in excess of $1,000,000 in t...
