Common use of Certain Filings Clause in Contracts

Certain Filings. Seller and Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 13 contracts

Samples: Aircraft Sale Agreement (Air T Inc), Sale and Purchase Agreement (Willis Lease Finance Corp), Sale and Purchase Agreement (Willis Lease Finance Corp)

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Certain Filings. Seller and Buyer 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 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 contemplated by this Agreement 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.

Appears in 13 contracts

Samples: Stock Purchase Agreement (Westlake Corp), Contribution Agreement (TerraVia Holdings, Inc.), Stock Purchase Agreement (1 800 Flowers Com Inc)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) 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 (iib) 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.

Appears in 7 contracts

Samples: Stock Purchase Agreement (360 Global Wine Co), Stock Purchase Agreement (360 Global Wine Co), Asset Purchase Agreement (Queryobject Systems Corp)

Certain Filings. Seller and Buyer shall cooperate with one another each other (ia) 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 the Ancillary Agreements and (iib) 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.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Datawatch Corp), Purchase Agreement (MetroConnect Inc.), Asset Purchase Agreement (ClearStory Systems, Inc.)

Certain Filings. Seller and Buyer Purchaser shall cooperate with one another (ia) 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 (iib) 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Freeshop Com Inc), Stock Purchase Agreement (Magellan Health Services Inc), Asset Purchase Agreement (Freeshop Com Inc)

Certain Filings. (a) Seller and Buyer 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 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 contemplated by this Agreement 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Decrane Aircraft Holdings Inc), Stock Purchase Agreement (Decrane Holdings Co), Stock Purchase Agreement (Ryder System Inc)

Certain Filings. Seller and Buyer 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 Government Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 3 contracts

Samples: Transaction Agreement (Invesco Ltd.), Transaction Agreement (Invesco Ltd.), Transaction Agreement (Morgan Stanley)

Certain Filings. Seller Sellers and Buyer Purchaser shall cooperate with one another (ia) 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 Agreement, and (iib) 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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Gulf Island Fabrication Inc), Stock Purchase Agreement (Gulf Island Fabrication Inc), Stock Purchase Agreement (Gulf Island Fabrication Inc)

Certain Filings. Seller The Sellers and Buyer 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 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 contemplated by this Agreement 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO), Stock Purchase Agreement (V F Corp)

Certain Filings. Seller and Buyer 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 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 contemplated by this Agreement the Transaction Documents 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 waiverswaivers in a timely manner.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Affinity Gaming, LLC), Assignment and Assumption Agreement (Affinity Gaming, LLC)

Certain Filings. Seller The Sellers and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsPerson, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Skywest Inc), Stock Purchase Agreement (Delta Air Lines Inc /De/)

Certain Filings. Seller and Buyer shall cooperate with one another each other: (ia) in determining whether any action by by, or in respect of, or filing with, any governmental body, agency, official official, or authority is required, or any actions, consents, approvals 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 APA; and (iib) in taking any such actions or making any such filings, furnishing information required in connection therewith therewith, and seeking timely to obtain any such actions, consents, approvals approvals, or waivers.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capital Art, Inc.), Asset Purchase Agreement (Capital Art, Inc.)

Certain Filings. (a) Buyer and Seller and Buyer 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 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 contemplated by this Agreement 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.;

Appears in 2 contracts

Samples: Share Purchase Agreement (Intercontinentalexchange Inc), Share Purchase Agreement (Intercontinentalexchange Inc)

Certain Filings. Seller and Buyer shall cooperate with one --------------- another (ia) 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 (iib) 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Greenwich Technology Partners Inc), Asset Purchase Agreement (Greenwich Technology Partners Inc)

Certain Filings. Such Seller and Buyer 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 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 contemplated by this Agreement 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and timely seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Fortress Transportation & Infrastructure Investors LLC), Membership Interest Purchase Agreement (United States Steel Corp)

Certain Filings. Seller (a) Sellers and Buyer 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 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 contemplated by this Agreement 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 waiversAgreement.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Hubbell Inc), Stock and Asset Purchase Agreement (Us Industries Inc /De)

Certain Filings. Seller and Buyer 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 whether 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 (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.

Appears in 2 contracts

Samples: Transaction Agreement (Insilco Corp/De/), Transaction Agreement (Insilco Holding Co)

Certain Filings. Seller Parties and Buyer 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 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 contemplated by this Agreement 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.

Appears in 2 contracts

Samples: Share Purchase Agreement (DPW Holdings, Inc.), Share Purchase Agreement (Micronet Enertec Technologies, Inc.)

Certain Filings. Seller and Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement the Transaction Documents 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Magellan Health Services Inc), Asset Purchase Agreement (Wrigley Wm Jr Co)

Certain Filings. Seller and Buyer Purchaser 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 Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, 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.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Gargoyles Inc), Asset Purchase and Sale Agreement (Gargoyles Inc)

Certain Filings. Seller Sellers and Buyer 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 Governmental Entity 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 the Transaction Documents 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.

Appears in 2 contracts

Samples: Purchase Agreement (RJR Nabisco Inc), Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)

Certain Filings. (a) Seller and Buyer 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 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 contemplated by this Agreement 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 waiversAgreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Megapro Tools Inc), Stock Purchase Agreement (Us Industries Inc /De)

Certain Filings. Seller Sellers and Buyer Purchaser shall cooperate with one another (ia) 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 (iib) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aspi Europe Inc)

Certain Filings. Buyer and Seller and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Baldwin Technology Co Inc)

Certain Filings. The Seller and Buyer the Purchaser shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority 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 contemplated by this Agreement Agreement, and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (RxElite, Inc.)

Certain Filings. Seller The Sellers and Buyer shall cooperate with one another (i) %3. in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) the Transaction Agreements and %3. 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (McCormick & Co Inc)

Certain Filings. Seller Sellers and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roxio Inc)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, 44 consents, approvals or waivers are required to be obtained from parties to any material contractsAssigned Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tollgrade Communications Inc \Pa\)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority 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 contemplated by this Agreement and (iib) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Masco Corp /De/)

Certain Filings. Seller and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in 51 connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)

Certain Filings. Purchaser and Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsAssigned Contracts, in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Agreements, and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Polyone Corp)

Certain Filings. Seller and Buyer Purchaser shall cooperate in good faith with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsAssumed Contracts or Intellectual Property Rights, in connection with the consummation of the transactions contemplated by this Agreement Transactions 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Icop Digital, Inc)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and timely seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Precigen, Inc.)

Certain Filings. Seller Sellers and Buyer Purchaser shall cooperate with one another in good faith (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsAssumed Contracts or Intellectual Property Rights, in connection with the consummation of the transactions contemplated by this Agreement Transactions, and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cagles Inc)

Certain Filings. Seller Sellers and Buyer 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 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 contemplated by this Agreement 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Canada Pension Plan Investment Board)

Certain Filings. Seller Sellers and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement or the Restructuring Transactions and (iib) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barnes & Noble Inc)

Certain Filings. Seller and Buyer shall cooperate with one --------------- another (ia) in determining whether any action by 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 (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netratings Inc)

Certain Filings. Seller and each Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Morgan Stanley Aircraft Finance)

Certain Filings. Seller and Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain take any such actions, consents, approvals or waivers. The applicable filing fees under the HSR Act in connection with the transactions contemplated hereby shall be borne equally by Buyer and Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Freds Inc)

Certain Filings. Seller and Buyer Buyers shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Anchor Glass Container Corp)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) 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 contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, actions consents, approvals or waivers.

Appears in 1 contract

Samples: Stock Purchase Agreement (RCN Corp)

Certain Filings. Seller and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents 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 waiverswaivers in a timely manner.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (V F Corp)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any Permits, actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such Permits actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Equity Purchase Agreement (Verisk Analytics, Inc.)

Certain Filings. The Seller and the Buyer shall cooperate with one another (ia) in determining whether any action by by, or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Screaming Media Com Inc)

Certain Filings. Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official official, or authority is required, or any actions, consents, approvals 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 (ii) in taking such actions or making any such filings, furnishing information required in connection therewith therewith, and seeking timely to obtain any such actions, consents, approvals approvals, or waivers.

Appears in 1 contract

Samples: Select Asset Purchase Agreement (Vfinance Inc)

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Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Anchor Glass Container Corp)

Certain Filings. Seller and Buyer shall cooperate with one another and assist each other (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official Governmental Authority is required or authority is requireddesirable, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Primix)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any Permits, 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 (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such Permits, actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verisk Analytics, Inc.)

Certain Filings. Seller (a) Sellers and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement Contemplated Transactions, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aecom Technology Corp)

Certain Filings. Seller Seller, the Company and Buyer Purchaser shall cooperate with one another in good faith: (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority 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 contemplated by this Agreement Transactions; and (iib) 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.

Appears in 1 contract

Samples: Equity Purchase Agreement (Ignite Restaurant Group, Inc.)

Certain Filings. Seller and Buyer shall cooperate with one another each other: (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 the Ancillary Agreements; and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innotrac Corp)

Certain Filings. Seller and Buyer shall will cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or whether any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Southern Power Co)

Certain Filings. Seller and Buyer shall cooperate with one another each other (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (HNC Software Inc/De)

Certain Filings. Seller and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)

Certain Filings. (a) Seller and Buyer shall reasonably 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 Governmental Entity 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 Transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allmerica Financial Corp)

Certain Filings. The Seller and the Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official Governmental Authority is required or authority is requiredreasonably appropriate, or any actionsaction, consentsconsent, approvals approval or waivers are required to be obtained waiver from parties any party to any material contractsContract is required or reasonably appropriate, in connection with the consummation of the transactions contemplated by this Agreement Agreement. Subject to the terms and (ii) conditions of this Agreement, in taking such actions or making any such filings, furnishing the Seller and the Buyer shall furnish information required in connection therewith and seeking seek timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Morrison Knudsen Corp)

Certain Filings. Seller Sellers and Buyer 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 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 contemplated by this Agreement 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.

Appears in 1 contract

Samples: Agreement (Ku6 Media Co., LTD)

Certain Filings. Seller Buyer and Buyer Sellers 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 Governmental Authority is required, or any actions, consents, approvals approvals, or waivers are required to be obtained from parties to any material contractsagreements, in connection with the consummation of the transactions contemplated by this Agreement Agreement, 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 approvals, or waivers.

Appears in 1 contract

Samples: Purchase and Sale Agreement (El Paso Energy Partners Lp)

Certain Filings. Seller and Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement 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.. ​

Appears in 1 contract

Samples: Stock Purchase Agreement (RLX Technology Inc.)

Certain Filings. Buyer and each Seller and Buyer shall agrees to 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Advanstar Inc)

Certain Filings. Seller and Buyer Purchaser shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsContracts, in connection with the consummation of the transactions contemplated by this Agreement Agreement, and (iib) 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eclips Media Technologies, Inc.)

Certain Filings. Seller and Buyer 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Masco Corp /De/)

Certain Filings. Buyer and Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are consent is required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement Transaction and (iib) 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 waiversConsents.

Appears in 1 contract

Samples: Share Purchase Agreement (Penson Worldwide Inc)

Certain Filings. Seller Buyer and Buyer the Company shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any governmental bodyGovernmental 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 (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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MKS Instruments Inc)

Certain Filings. Seller and Buyer 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, required or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in each case in connection with the consummation of the transactions contemplated by this Agreement Agreement, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kintera Inc)

Certain Filings. Each Seller and Buyer Purchaser shall cooperate with one another in good faith (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsAssumed Contracts or Intellectual Property Rights, in connection with the consummation of the transactions contemplated by this Agreement Transactions, and (iib) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking to timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Asset Purchase Agreement

Certain Filings. Seller and Buyer the Purchaser shall cooperate with one another (ia) 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 (iib) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Magellan Health Services Inc)

Certain Filings. Seller and Buyer 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 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 contemplated by this Agreement or the other Transaction Documents 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 waiverswaivers in a timely manner.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Whirlpool Corp /De/)

Certain Filings. Seller and Buyer 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 material contracts, in connection with the consummation of the transactions contemplated by this Agreement Transaction 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intelligent Electronics Inc)

Certain Filings. Seller and Buyer shall cooperate with one another (ia) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contractsMaterial Contracts, in connection with the consummation of the transactions contemplated by this Agreement and (iib) 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (US Foods Holding Corp.)

Certain Filings. Seller Buyer and Buyer the Sellers shall cooperate with one another and use their commercially reasonable efforts (i) in determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority Governmental Entity 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 (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Worldcom Inc)

Certain Filings. Seller Sellers and Buyer shall will 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 Governmental Entity is required, require 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 (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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Datalogic International Inc)

Certain Filings. Seller Sellers and Buyer Buyers 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 Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from the parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement the Transaction 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Freeport-McMoran Inc)

Certain Filings. Seller and Buyer 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 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 contemplated by this Agreement and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith therewith, delivering all powers of attorney and seeking timely to obtain any such actions, consents, approvals or waivers.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Chemtura CORP)

Certain Filings. Seller and Buyer Purchaser 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 material contractsAssumed Contracts, in connection with the consummation of the transactions contemplated by this Agreement Transactions 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthessentials Solutions Inc)

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