Common use of Consent of Governmental Authorities and Others Clause in Contracts

Consent of Governmental Authorities and Others. Each of Buyer, on the one hand, and the Company and the Sellers, on the other, agree to file, submit or request (or cause to be filed, submitted or requested) promptly after the date of this Agreement and to prosecute diligently any and all (a) applications or notices required to be filed or submitted to any governmental or regulatory authorities, and (b) in the case of the Company, requests for consents and approvals of Persons required to be obtained in connection with the transactions contemplated by this Agreement. Each of Buyer, on the one hand, and the Company and the Sellers on the other, shall promptly make available to the other or to a relevant governmental authority, as the case may be, such information as each of them may reasonably request relative to its business, assets and property as may be required by each of them to prepare and file or submit such applications and notices and any additional information requested by any governmental authority, and shall update by amendment or supplement any such information given in writing. Each of Buyer on the one hand and the Company and the Sellers on the other, represent and warrant to the other that such information, as amended or supplemented, shall be true and not misleading.

Appears in 2 contracts

Samples: 3 Purchase Agreement, Purchase Agreement (Opko Health, Inc.)

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Consent of Governmental Authorities and Others. Each of BuyerPurchaser and MSLP, on the one hand, and the Company and the each of Sellers, on the other, agree to file, submit or request (or cause to be filed, submitted or requested) promptly after the date of this Agreement and to prosecute diligently any and all (a) applications or notices required to be filed or submitted to any governmental or regulatory authoritiesGovernmental Authorities, and (b) in the case of the CompanySellers, except as set forth on Schedule 2.7, requests for consents and approvals of Persons required to be obtained in connection with the transactions contemplated by this AgreementAgreement and the Assignment. Each of BuyerPurchaser and MSLP, on the one hand, and the Company and the Sellers each of Sellers, on the other, shall promptly make available to the other or to a relevant governmental authorityGovernmental Authority, as the case may be, such information as each of them may reasonably request relative to its business, assets and property as may be required by each of them to prepare and file or submit such applications and notices and any additional information requested by any governmental authorityGovernmental Authority, and shall update by amendment or supplement any such information given in writing. Each of Buyer Purchaser and MSLP, on the one hand hand, and the Company and the Sellers each of Sellers, on the other, represent and warrant to the other that such information, as amended or supplemented, shall be true in all material respects and not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Biozone Pharmaceuticals, Inc.), Asset Purchase Agreement (MusclePharm Corp)

Consent of Governmental Authorities and Others. Each of Parent and Buyer, on the one hand, and the Company or any Subsidiary and the Principal Sellers, on the other, agree to file, submit or request (or cause to be filed, submitted or requested) promptly after the date of this Agreement Effective Date and to prosecute diligently any and all (a) applications or notices required to be filed or submitted to any governmental or regulatory authorities, and (b) in the case of the CompanyCompany or any Subsidiary, requests for consents and approvals of Persons Persons, in each case as required to be obtained in connection with the transactions contemplated by this Agreement. Each of Parent and Buyer, on the one hand, and the Company or any Subsidiary and the Principal Sellers on the other, shall promptly make available to the other or to a relevant governmental authority, as the case may be, such information as each of them may reasonably request relative to its business, assets and property as may be required by each of them to prepare and file or submit such applications and notices and any additional information requested by any governmental authority, and shall update by amendment or supplement any such information given in writing. Each of Buyer Parent and Buyer, on the one hand and the Company or any Subsidiary and the Principal Sellers on the other, represent and warrant to the other that such information, as amended or supplemented, shall be true in all material respects and not misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Red Cat Holdings, Inc.)

Consent of Governmental Authorities and Others. Each of Buyer, Parent on the one hand, hand and the Company and the Sellers, on the other, agree to file, submit or request (or cause to be filed, submitted or requested) promptly after the date of this Agreement and to prosecute diligently any and all (a) applications or notices required to be filed or submitted to any governmental or regulatory authorities, as specified in Section 4.4, and (b) in the case of the Company, requests for consents and approvals of Persons required to be obtained obtained, including the approval of the Company's Stockholders as specified in Section 5.2, in connection with the transactions contemplated by this Agreement; provided, however that neither Company nor Parent shall be required to pay any material amounts to any third party to obtain any such consent. Each of Buyer, on the one hand, Parent and the Company and the Sellers on the other, shall promptly make available to the other or to a relevant governmental authority, as the case may be, such information as each of them may reasonably request relative to its business, assets and property as may be required by each of them to prepare and file or submit such applications and notices and any additional information requested by any governmental authority, and shall update by amendment or supplement any such information given in writing. Each of Buyer on the one hand Parent and the Company and the Sellers on the other, represent and warrant to the other that such information, as amended or supplemented, shall be true and not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ivax Corp /De)

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Consent of Governmental Authorities and Others. Each of BuyerBuyer and the Parent, on the one hand, and the Company and the SellersSeller, on the other, agree to file, submit or request (or cause to be filed, submitted or requested) promptly after the date of this Agreement and to prosecute diligently any and all (a) applications or notices required to be filed or submitted to any governmental or regulatory authorities, and (b) in the case of the Company, requests for consents and approvals of Persons required to be obtained in connection with the transactions contemplated by this Agreement. Each of BuyerBuyer and Parent, on the one hand, and the Company and the Sellers Seller on the other, shall promptly make available to the other or to a relevant governmental authority, as the case may be, such information as each of them may reasonably request relative to its business, assets and property as may be required by each of them to prepare and file or submit such applications and notices and any additional information requested by any governmental authority, and shall update by amendment or supplement any such information given in writing. Each of Buyer and Parent on the one hand and the Company and the Sellers Seller on the other, represent and warrant to the other that such information, as amended or supplemented, shall be true in all material respects and not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Opko Health, Inc.)

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