Consents, Approvals and Notices. (a) Each of the Parties shall use commercially reasonable efforts to cooperate with the other and shall use commercially reasonable efforts to take, or cause to be taken, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller, the Partnership or any of the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, approval or authorization, other than, with respect to Purchaser (and, after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or agreement to pay, amounts Seller and Purchaser agree are not material in the context of the transaction or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other rights. (b) Without limiting the generality of the undertakings in subsection (a) of this Section 5.1, (i) subject to appropriate confidentiality protections, Seller and Purchaser shall each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in advance any proposed written communication to any Governmental Authority; and (iii) except for the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, without the prior written consent of Seller, such consent not to be unreasonably conditioned, delayed or withheld, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other entity or any business or division thereof if such acquisition or agreement would reasonably be expected to materially increase (x) the risk of not obtaining any Required Governmental Authorization, or (y) the risk of requiring any additional Governmental Authorization. (c) Without limitation of the foregoing, neither Seller nor Purchaser nor any of their respective Affiliates or representatives shall meet with or engage in discussions with representatives of the Bahamian Governmental Authorities in connection with the transactions contemplated by this Agreement without providing the other party an opportunity to participate.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Buckeye Partners, L.P.)
Consents, Approvals and Notices. To the extent required by applicable law:
(a) Each of To the Parties shall use commercially reasonable efforts to cooperate with the extent that Seller's rights under any agreement, contract, commitment, lease, Authorization or other and shall use commercially reasonable efforts to take, or cause Asset to be takenassigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller, the Partnership or any of the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, approval or authorization, other than, with respect to Purchaser (and, after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or not constitute an agreement to pay, amounts Seller and Purchaser agree are not material in assign the context of the transaction same if an attempted assignment would constitute a breach thereof or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other rightsbe unlawful.
(b) Without limiting All notices shall have been given and all consents shall have been obtained as required by the generality terms of the undertakings in subsection (a) of this Section 5.1contracts, (i) subject to appropriate confidentiality protectionscommitments, Seller and Purchaser shall each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in advance any proposed written communication to any Governmental Authority; and (iii) except for the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, without the prior written consent of Seller, such consent not to be unreasonably conditioned, delayed agreements or withheld, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other entity or any business or division thereof if such acquisition or agreement would reasonably be expected to materially increase (x) the risk of not obtaining any Required Governmental Authorization, or (y) the risk of requiring any additional Governmental AuthorizationAuthorizations.
(c) Without limitation The holders of any indebtedness of Seller, the foregoinglessors or lessees of any real or personal property or assets leased by Seller, neither the parties (other than Purchaser) to any contract, commitment or agreement to which Seller nor Purchaser nor is a party or subject, any governmental or regulatory official, body or authority or any other person which owns or has authority to grant any Authorization and any governmental, judicial or regulatory official, body or authority having jurisdiction over Peterson, Seller or Purchasex xx xxx extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of their respective Affiliates or representatives shall meet with or engage in discussions with representatives of the Bahamian Governmental Authorities in connection with the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval.
(d) If any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect acquire the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by this Agreement without providing law, cooperate with Purchaser and act after the other party an opportunity Closing as Purchaser's agent in order to participateobtain for it the benefits under such Asset.
Appears in 1 contract
Samples: Asset Purchase Agreement (Swift Transportation Co Inc)
Consents, Approvals and Notices. To the extent required by ------------------------------- applicable law:
(a) Each of To the Parties shall use commercially reasonable efforts to cooperate with the extent that Seller's rights under any agreement, contract, commitment, lease, authorization or other and shall use commercially reasonable efforts to take, or cause Asset to be takenassigned to Purchaser hereunder may not be assigned without the consent of another person which has not yet been obtained, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller, the Partnership or any of the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, approval or authorization, other than, with respect to Purchaser (and, after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or not constitute an agreement to pay, amounts Seller and Purchaser agree are not material in assign the context of the transaction same if an attempted assignment would constitute a breach thereof or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other rightsbe unlawful.
(b) Without limiting All notices shall have been given and all consents shall have been obtained as required by the generality terms of the undertakings in subsection (a) of this Section 5.1contracts, (i) subject to appropriate confidentiality protectionscommitments, Seller and Purchaser shall each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in advance any proposed written communication to any Governmental Authority; and (iii) except for the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, without the prior written consent of Seller, such consent not to be unreasonably conditioned, delayed agreements or withheld, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other entity or any business or division thereof if such acquisition or agreement would reasonably be expected to materially increase (x) the risk of not obtaining any Required Governmental Authorization, or (y) the risk of requiring any additional Governmental Authorizationauthorizations.
(c) Without limitation The holders of any indebtedness of Seller, the foregoinglessors of any real or personal property or assets leased by Seller, neither the parties (other than Purchaser) to any contract, commitment or agreement to which Seller nor is a party of subject, any governmental or regulatory official, body or authority or any other person which owns or has authority to grant any authorization or any governmental, judicial or regulatory official, body or authority having jurisdiction over Xxxxxxxxxx, Seller or Purchaser nor any to the extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of their respective Affiliates or representatives shall meet with or engage in discussions with representatives of the Bahamian Governmental Authorities in connection with the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval.
(d) Seller has received consent and agreement of any judgment lien holders as to the release of the judgment as it effects any of Seller's Assets and Xxxxxxxxxx has been released of any obligations created or based upon any guarantees.
(e) Seller shall have received the consent of its unsecured creditors to the acceptance of 75% of the unsecured creditors' indebtednesses to be paid and received in full after Closing or if any consent or approval shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Asset in question so that Purchaser would not in effect require the benefit of all such rights, and Purchaser elects to close this transaction without such consent, approval or assignment, Purchaser shall have the discretion to require that Seller, to the maximum extent permitted by this Agreement without providing law, cooperate with Purchaser and act after the other party an opportunity Closing as Purchaser's agent in order to participateobtain for it the benefits under such Asset.
Appears in 1 contract
Consents, Approvals and Notices. (a) Each of the Parties shall use commercially reasonable efforts to cooperate with the other and shall use commercially reasonable efforts to take, or cause to be taken, all actions and shall do, or cause to be done, all things necessary to cause the conditions to the other Party’s obligation to close the transactions contemplated by this Agreement as set forth in Article 7 to be satisfied as promptly as practicable and to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable all necessary notices, reports and other filings and obtaining as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority (including the Required Governmental Authorizations), (ii) furnishing as promptly as practicable all information to any Governmental Authority as may be required by such Governmental Authority in connection with the foregoing, (iii) obtaining all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from, or renewed with, any other Person and (iv) taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any Litigation by any Governmental Authority; provided that under no circumstances shall Purchaser, Seller, the Partnership or any of the Partnership Subsidiaries be required to (x) make any payment to any Person to secure such Person’s consent, approval or authorization, other than, with respect to Purchaser (and, after Closing, the Partnership or the Partnership Subsidiaries), the payment of, or agreement to pay, amounts Seller and Purchaser agree are not material in the context of the transaction or (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the operation of any of its assets, operations or other rights.
(b) Without limiting the generality of the undertakings in subsection (a) of this Section 5.1, (i) subject to appropriate confidentiality protections, Seller and Purchaser shall each furnish to the other (and cause their respective Affiliates to furnish to the other) such necessary information and reasonable assistance as the other Party may request in connection with the foregoing and shall each provide counsel for the other Party with copies of all filings made by such Party, and all correspondence between such Party (and its advisors) with any Governmental Authority and any other information supplied by such Party and such Party’s Affiliates to a Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (ii) each Party shall, subject to applicable Law, permit counsel for the other Party to review in advance any proposed written communication to any Governmental Authority; and (iii) except for the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, without the prior written consent of Seller, such consent not to be unreasonably conditioned, delayed or withheld, acquire (whether by merger, consolidation, stock or asset purchase or otherwise), or agree to so acquire, any material amounts of assets of or any equity in any other entity or any business or division thereof if such acquisition or agreement would reasonably be expected to materially increase (x) the risk of not obtaining any Required Governmental Authorization, or (y) the risk of requiring any additional Governmental Authorization.
(c) Without limitation of the foregoing, neither Seller nor Purchaser nor any of their respective Affiliates or representatives shall meet with or engage in discussions with representatives of the Bahamian Governmental Authorities in connection with the transactions contemplated by this Agreement without providing the other party an opportunity to participate.and
Appears in 1 contract
Samples: Sale and Purchase Agreement (Buckeye Partners, L.P.)
