Consents and Regulatory Filings Sample Clauses

Consents and Regulatory Filings. (a) The Parties will cooperate and use all reasonable best efforts to obtain all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities and other third parties necessary, as promptly as practicable, to consummate the Transactions, including: (i) making or causing to be made all notifications, filings and submissions required to obtain the Antitrust Clearances and the CFIUS Approval and all applications to the FCC for consent to transfer control of, assign or cancel the relevant Licenses issued under the Communications Laws (“FCC Consents”). The Parties will use all reasonable best efforts to supply any additional information, including requests for production of documents and production of witnesses for interviews or depositions, that may be requested by any Governmental Entity for the purpose of obtaining all Licenses, consents, approvals, authorizations, qualifications and Orders of Governmental Entities necessary to consummate the Transactions, including the Antitrust Clearances, the CFIUS Approval and the FCC Consents (together, the “Governmental Approvals”). In addition to the foregoing, Buyer agrees to provide such assurances as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought in connection with the transactions contemplated hereby. (b) Seller and Buyer will make all initial filings required under the HSR Act with respect to the Transactions as promptly as practicable (and in any event within five Business Days following the date of this Agreement). Seller and Buyer will, and Seller will cause the Companies to, submit: (i) a draft joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days following the date of this Agreement); and (ii) a formal joint voluntary notice or declaration to CFIUS with respect to the Transactions as promptly as practicable (and in any event within ten Business Days after receiving comments from CFIUS on the draft joint voluntary notice or declaration submitted pursuant to sub-paragraph (i)). Seller will cause the Companies to make all applications to the FCC for the FCC Consents as promptly as practicable (and in any event within ten Business Days following the date of this Agreement). Each of Seller and Buyer will, and Seller shall cause the Companies to, promptly furnish to the other such necessary ...
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Consents and Regulatory Filings. As requested by Seller, signatures from and other information from Buyer with respect to such regulatory filings referred to in Sections 2.3 and 7.5.
Consents and Regulatory Filings. Copies of all documents required to be filed with any state or city regulatory body, and all other actions required to be taken, to evidence the transfer of the Purchased Interest and procure all regulatory consents and approvals required in connection therewith, with such documents suitable for filing upon the Closing. For the avoidance of doubt, Seller acknowledges, agrees and covenants that Seller is responsible for obtaining such consents and approvals as promptly as practicable following the Closing. In addition, each of Seller and the Company agrees and covenants that it shall promptly assist and take such other actions on behalf of Buyer (in each case, as reasonably requested by Buyer) in connection with preparing, filing, communicating with regulatory authorities, and any and all other matters pertinent to advancing the approval process (including, without limitation, applications, notices, filings and other documents) associated with obtaining all requisite state and city regulatory approvals/consents for Buyer.
Consents and Regulatory Filings 

Related to Consents and Regulatory Filings

  • Regulatory Filings From the Execution Date until the Closing: (a) Buyer and Seller shall, and shall cause their respective Affiliates to, (i) make or cause to be made the filings required of such Party or any of its Affiliates under any Laws with respect to the transactions contemplated by this Agreement and the Transactions and to pay any fees due of it in connection with such filings, as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the Execution Date, (ii) cooperate with the other Party and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings, (iii) use commercially reasonable efforts to cause the expiration of the notice or waiting periods under any Laws with respect to the transactions contemplated by this Agreement and the Transactions as promptly as is reasonably practicable, (iv) promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings, (v) consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all meetings, actions and proceedings with Governmental Authorities relating to such filings, (vi) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents or other materials, (vii) use commercially reasonable efforts to resolve any objections as may be asserted by any Governmental Authority with respect to the Transactions, and (viii) use commercially reasonable efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement or the Transactions as violative of any Law. If a Party intends to participate in any meeting with any Governmental Authority with respect to such filings, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting. (b) In connection with any such filings, Buyer shall cooperate in good faith with Governmental Authorities and, subject to Section 7.3(c), undertake promptly any and all commercially reasonable action required to complete lawfully the transactions contemplated by this Agreement and the Transactions. Buyer shall be entitled to direct any proceedings or negotiations with any Governmental Authority to the extent, and only to the extent, relating to any such actions, provided that it shall allow Seller to participate in each and every communication relating to any such actions. (c) Notwithstanding anything provided in this Agreement to the contrary, neither Seller nor Buyer nor any of their respective Affiliates shall have any obligation to sell, divest, dispose, license, lease, operate, conduct in a specified manner, hold separate or discontinue or restrict or limit any assets, businesses, product lines, licenses, operations or interests to obtain the approval of any Governmental Authority.

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