Common use of Consents and Reasonable Efforts Clause in Contracts

Consents and Reasonable Efforts. (a) Prior to September 1, 1998, the Company will provide Buyer with a list of each material License and shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consents, approvals and agreements of, and giving and making all notices and filings with, any governmental and regulatory authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, including, the Requisite Regulatory Approvals and (ii) obtain all other approvals and Consents to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer;

Appears in 3 contracts

Samples: Asset Purchase Agreement (Textron Inc), Asset Purchase Agreement (Associates First Capital Corp), Asset Purchase Agreement (Associates First Capital Corp)

AutoNDA by SimpleDocs

Consents and Reasonable Efforts. Buyer and Seller will, as soon as reasonably practicable after the Execution Date, commence to take all commercially reasonable actions required to obtain all consents, approvals, waivers and agreements of, and to give all notices and make all other registrations or filings with, any third parties, including governmental authorities, including any such filing required under the HSR Act, or any similar law of any applicable jurisdiction concerning combinations of a business (a) Prior together with the HSR Act, a "Business Combination Law"), necessary, to September 1be obtained, 1998given or made by the Buyer or the Seller, as the case may be (including without limitation in the case of the Seller, the Company will provide Buyer with a list items listed on Section 2.2(c) of each material License the Disclosure Schedule) in order to authorize, approve or permit the full and complete sale, conveyance, assignment, transfer and delivery of the Equity and the continuance in full force and effect of the permits, contracts and other agreements set forth on the Disclosure Schedules, and shall cooperate with Buyer each other with respect thereto. In addition, subject to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto Parties covenants and agrees to use after the Execution Date all commercially reasonable efforts to take, or cause to be taken, all actions, and to or do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consents, approvals and agreements of, and giving and making all notices and filings with, any governmental and regulatory authorities necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreementhereby (including the satisfaction of the other Party's respective conditions to closing set forth in Article 6 or Article 7, includingas the case may be) and to cause the fulfillment of such Party's obligations hereunder; PROVIDED, the Requisite Regulatory Approvals and (ii) obtain all other approvals and Consents HOWEVER, that no Party shall be obligated to incur any material cost, liability or expense with respect to the transactions contemplated by this Agreement including (x) the Consents of third parties required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) fulfillment of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Companyother Party's obligations under the Contracts identified in pursuant to this Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated hereby4.7. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer;

Appears in 1 contract

Samples: Share and Limited Liability Company Membership Interest Purchase Agreement (Transtechnology Corp)

Consents and Reasonable Efforts. (a) Prior to September 1, 1998, the Company will provide Buyer with a list of each material License Sellers and Purchaser shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use all commercially reasonable best efforts to take, or cause to be taken, obtain all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable (it being recognized that time is of the essence), including, (i) obtaining all Consentsconsents, approvals and agreements of, and giving to give and making make all notices and filings with, any governmental authorities and regulatory authorities agencies, necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and the other agreements contemplated hereby and thereby, including, without limitation, the Requisite Regulatory Approvals Permits described in Sections 6.03 and (ii) obtain 7.03 hereof. Sellers shall use reasonable best efforts to obtain, and Purchaser will cooperate with Sellers in obtaining, all other approvals and Consents consents to the transactions contemplated by this Agreement and the Ancillary Agreements, including (x) the Consents matters set forth on Schedule 3.04 hereto and the consents of third parties under contracts to be assigned. In the event third party consents under contracts to be assigned cannot be obtained, Sellers agree to use reasonable best efforts, in cooperation with Purchaser, to obtain comparable benefits for Purchaser. Purchaser will use reasonable best efforts to obtain all approvals and consents to the transactions contemplated by this Agreement and the Ancillary Agreements including the matters as set forth on Schedule 5.05 hereto. (b) Each party shall provide all necessary information, documentation and communications to any insurance regulatory authorities and such other Government Authorities and other Persons required to assign or otherwise transfer to Buyer the Contracts identified in Section 3.4(a)(v) of the Disclosure Schedule, and (y) the approvals of third parties to Buyer's assumption of the Company's obligations under the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any of consummate the transactions contemplated hereby. Each of the Company and Buyer party shall advise cooperate with the other in obtaining, as promptly as practicable, all approvals, authorizations and clearances of any understandingsGovernment Authorities and other Persons required to consummate the transactions contemplated hereby. Each party hereto shall have the right to review in advance, undertakings and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information or agreements which such party other applicable confidentiality requirements, all the information relating to Sellers and Purchaser or any of its affiliates proposes to make their respective Affiliates, as the case may be, that appears in any filings or enter into with other submissions with, or other written materials submitted to, any regulatory agency third party or Government Authorities in connection with the transactions contemplated herebyby this Agreement. The Company shall be entitled to notice Sellers and Purchaser agree that they will keep the other apprised of and to participate in all hearings the status of any regulatory agency held in connection with or matters relating to any completion of the transactions contemplated hereby. (c) The Company by this Agreement, including promptly furnishing the other with copies of any notice or other communications received by Sellers and Buyer shall use all commercially reasonable efforts to terminate Purchaser or any of their respective Affiliates, as the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees")case may be, and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and from any third party or Government Authority with respect to the extent that Buyer transactions contemplated hereby, including, without limitation, all inquiries from insurance regulators and the Company are unable to obtain any required approval or Consent all notices of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunderclaims, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits suits and actions for which either party receives service of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer;process.

Appears in 1 contract

Samples: Asset Transfer and Acquisition Agreement (Allmerica Financial Corp)

AutoNDA by SimpleDocs

Consents and Reasonable Efforts. (a) Prior Subject to September 1, 1998, the Company will provide Buyer with a list of each material License and shall cooperate with Buyer to determine a list of all Requisite Regulatory Approvals. (b) Upon the terms and subject to the conditions set forth in of this Agreement, each of Purchaser, the parties hereto agrees to XXXXX (redacted defined term) Companies, Sellers and Sun Life Financial shall, and shall cause their respective Affiliates XXXXX (redacted commercially sensitive information) to, use all commercially their reasonable best efforts (i) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things actions necessary, proper or advisable to consummate and make effective comply promptly with all requirements with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and, subject to the conditions set forth in Article VII and Article VIII, to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority and any other third party which is required to be obtained by Purchaser, the XXXXX (redacted defined term) Companies, Sun Life Financial or any of Sellers or any of their respective Affiliates in connection with the transactions contemplated by this Agreement, it being understood and agreed that “reasonable best efforts” shall be deemed to include (A) Sellers, Sun Life Financial, Purchaser and the XXXXX (redacted defined term) Companies complying, and causing their respective Affiliates to comply, with any requirements of Applicable Law or of any Governmental Authority that may arise or be imposed in connection with the approval of the transactions contemplated hereby, subject, in the case of Purchaser or any of the XXXXX (redacted defined term) Companies, to Section 5.5(h) hereof, and (B) Purchaser or any of the XXXXX (redacted defined term) Companies agreeing (or permitting SLUS to agree) to a limitation that is within the scope of the proviso contained in the second sentence of Section 5.5(h). (b) Without limiting the generality of the other provisions of this Section 5.5, Purchaser shall XXXXX (portion has been redacted due to commercially sensitive information) promptly file “Form A’s” with the applicable Governmental Authorities set forth in Section 3.7(a) of the Seller Disclosure Letter within thirty (30) days from the Contract Date, and Purchaser, Sun Life Financial and Sellers and their respective applicable Affiliates shall XXXXX (portion has been redacted due to commercially sensitive information) within thirty (30) days from the Contract Date make all other filings, notices, consents or approvals with or of any Governmental Authority in connection with the transactions contemplated by this Agreement and promptly file any additional information requested by any Governmental Authority as promptly soon as practicable (it being recognized that time is after receipt of a request therefor. Each of the essence)parties agrees promptly to provide, includingor cause to be provided, all information that may be reasonably requested by any Governmental Authority relating to it or its Affiliates or its or their structure, businesses, operations, assets, liabilities or financial condition or any of its or their directors, officers, partners, members or shareholders. (ic) The parties agree that they will consult with each other with respect to the obtaining of all Consents, consents or approvals of Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and agreements ofeach party will keep the other reasonably apprised of the status of matters relating to such consents or approvals. The parties shall have the right to review in advance, and giving to the extent practicable, and making all notices and filings subject to any restrictions under Applicable Law, each will consult the other on, any material filing made with, or written materials submitted to, any governmental third party or any Governmental Authority in connection with the transactions contemplated by this Agreement; provided, however, in no event will any party be required to disclose to any other party any Trade Secrets or personally identifiable information or personal financial statements in respect of a party or its Affiliates. The parties shall promptly furnish to each other copies of all such filings and regulatory authorities written materials after their filing or submission, in each case subject to Applicable Laws; provided, however, in no event will any party be required to disclose any Trade Secrets or personally identifiable information or personal financial information in respect of a party or its Affiliates. (d) The parties shall, upon request, furnish each other with all information concerning themselves, their respective Affiliates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of any statement, filing, notice or application made by or on their behalf to authorizeany Governmental Authority in connection with the transactions contemplated by this Agreement; provided, approve however, that in no event will any party be required to disclose to any other party any Trade Secrets or permit personally identifiable information or personal financial information in respect of a party or its Affiliates. (e) Subject to Applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement, includingincluding promptly furnishing each other copies of any written or electronic communications, and shall promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the Requisite Regulatory receipt of any such approval will be materially delayed or materially conditioned. (f) Each of Sellers and Sun Life Financial, on the one hand, and Purchaser and each of the XXXXX (redacted defined term) Companies, on the other hand, shall use reasonable best efforts to ensure that Representatives of the other have the right to attend or participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Authority (excluding any such event or portion thereof relating to matters that are confidential under Applicable Law) to the extent relating specifically to any Governmental Approvals and (ii) obtain all other approvals and Consents to required for the consummation of the transactions contemplated by this Agreement including or any Ancillary Agreement, unless such Governmental Authority does not consent to such party’s attendance or participation. (xg) From the Consents Contract Date to the Closing, upon the request of third parties Purchaser, Sellers shall, and shall cause the Transferred Insurance Companies to, provide reasonable cooperation and assistance to Purchaser and its counsel, at Purchaser’s sole cost and expense, in the preparation of, and, at the direction of Purchaser, the submitting or making of governmental or regulatory filings as may be requested by Purchaser in connection with actions proposed to be taken or agreements proposed to be entered into by the Transferred Insurance Companies on the Closing Date that relate to customary affiliate transactions with respect to tax sharing or tax allocation, investment management or services agreements (the “Accommodation Filings”); provided that Sellers shall not, and shall not be required to assign cause the Transferred Insurance Companies to, submit or otherwise transfer make any Accommodation Filings if Sellers reasonably determine (after prior consultation with Purchaser) that submitting or making such Accommodation Filing would reasonably be expected to Buyer cause the Contracts identified Closing to be prohibited, materially impaired or materially delayed, subject to Purchaser’s right to promptly amend or supplement such Accommodation Filing so that in Section 3.4(a)(v) Sellers’ reasonable determination such Accommodation Filing no longer would reasonably be expected to cause the Closing to be prohibited, materially impaired or materially delayed; provided, further, that the effectiveness of all such Accommodation Filings and the actions and agreements contemplated thereby shall be conditioned on the consummation of the Disclosure ScheduleClosing; and provided, further, that in the event Sellers reasonably determine based on formal communication received from a Governmental Authority that any Accommodation Filing would be reasonably likely to cause to be prohibited or materially impair or materially delay the satisfaction of any of the conditions set forth in Article VII, following prior consultation with Purchaser and subject to Purchaser’s right to promptly amend or supplement the Accommodation Filings to address any issue that was raised by such Governmental Authority, Sellers may withdraw or cause to be withdrawn any such Accommodation Filing. The parties shall, and shall cause their respective Affiliates to, promptly provide to the other party copies of any written responses to such Accommodation Filings and reasonable cooperation and assistance to the other party regarding any information or document requests from any Governmental Authority in regard to such filings. (h) Notwithstanding anything herein to the contrary, none of Purchaser or any of the XXXXX (redacted defined term) Companies shall be obligated to take or refrain from taking or to agree to it, its Affiliates or any of the Transferred Companies or any of their respective Representatives taking or refraining from taking any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement which, individually or together with all other such actions, restrictions, conditions, limitations or requirements, would or would reasonably be expected to result in a Burdensome Condition being imposed by a Governmental Authority. XXXXX (portion has been redacted due to commercially sensitive information, continues on to next page) XXXXXXXX. (continued redaction from previous page) Without the prior written consent of Purchaser, Sellers shall not, and shall cause their respective Affiliates, the Transferred Companies and their respective Representatives not to, take or refrain from or to agree to the taking or refraining from any action (including any amendment, waiver or termination of any agreement, including this Agreement or any Ancillary Agreement) or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the aggregate, in a Burdensome Condition being imposed by a Governmental Authority. (i) Within ten (10) Business Days following the Contract Date, Sellers agree that (i) BarbCo 3 shall obtain such corporate or other approvals (including any shareholder or board committee approval), necessary to consummate the transactions contemplated by this Agreement, including the transfer of the BarbCo 3 Shares, and (yii) any corporate or other approvals (including any shareholder approval) necessary or appropriate for the approvals execution and delivery of third parties to Buyer's assumption any of the Company's obligations under Ancillary Agreements and the Contracts identified in Section 3.4(a)(vi) of the Disclosure Schedule. In connection with and in furtherance of the foregoing, Buyer agrees to use its commercially reasonable efforts to file all required applications with state insurance commissioners or departments on Form A and all comparable forms in Canada, the U.K., Australia and New Zealand, not later than thirty (30) days from the date hereof. Each of the Company and Buyer shall promptly inform the other of any material communication received by such party or any of its Affiliates from any regulatory agency regarding any consummation of the transactions contemplated hereby. Each of the Company and Buyer shall advise the other promptly thereby by any Affiliates of any understandings, undertakings or agreements which such party or any of its affiliates proposes to make or enter into with any regulatory agency in connection with the transactions contemplated hereby. The Company Sellers shall be entitled to notice of and to participate in all hearings of any regulatory agency held in connection with or relating to any of the transactions contemplated herebyobtained. (c) The Company and Buyer shall use all commercially reasonable efforts to terminate the guarantees by the Company of obligations of Subsidiaries as identified in Section 5.6(c) of the Disclosure Schedule (the "Guarantees"), and arrange for Buyer to assume the obligations of the Company under the Guarantees. (d) In the event and to the extent that Buyer and the Company are unable to obtain any required approval or Consent of any person other than a Governmental Entity to any Contract to be assigned to Buyer hereunder, (i) the Company shall use commercially reasonable efforts in cooperation with Buyer to (x) provide or cause to be provided to Buyer the benefits of any such Contract, (y) cooperate in any arrangement, reasonable and lawful as to the Company and Buyer, designed to provide such benefits to Buyer and (z) enforce for the account of Buyer any rights of the Company arising from such Contract, including the right to elect to terminate in accordance with the terms thereof on the advice of Buyer;

Appears in 1 contract

Samples: Stock Purchase Agreement (Sun Life Financial Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!