Common use of Consents, Filings and Authorizations; Efforts to Consummate Clause in Contracts

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Purchaser and Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and as may otherwise be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall consult with each other prior to such filing and shall not make any such filing or submission to which Seller or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each Party, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including obtaining all required consents, whether private or governmental, required in connection with such Party’s performance of such transactions and each Party shall cooperate with the other in all of the foregoing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)

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Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Purchaser shall make and Seller the Sellers shall cause the Company to make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and as may otherwise be required for them to consummate the Acquisition Contemplated Transactions in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which Seller the Sellers or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best good faith efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the AcquisitionContemplated Transactions, including including, but not limited to, the obtaining of all required consentsthe Company's Required Consents and Permits or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Computer Marketplace Inc), Membership Interest Purchase Agreement (Computer Marketplace Inc)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Purchaser and Seller shall make all filings and submissions under such Laws laws as are applicable to them or to their respective Affiliates Affiliates, including the filing of a Notification and Report Form pursuant to the HSR Act, and as may otherwise be required for them to consummate the consummation of the Acquisition in accordance with the terms of this Agreement Agreement. Purchaser and Seller shall consult with each other prior to any such filing filing, and neither Party shall not make any such filing or submission to which Seller or Purchaser, as the case may be, other Party reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Lawslaws. No agreement that could have a negative impact on the Business will be made by Seller with any third party to obtain any consent or approval to the transactions contemplated hereby, except in accordance with a plan previously agreed to by Purchaser. Subject to the terms and conditions herein, each Party, without payment or further consideration, shall use its best commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable advisable: (a) to cause the conditions to the obligations of each Party to consummate the Acquisition to be satisfied as soon as reasonably practicable and (b) under applicable Lawslaws, Permits permits and Ordersorders, to consummate and make effective, effective the Acquisition as soon as reasonably practicable, the Acquisition, including obtaining all required consents, whether private or governmental, consents required in connection with such Party’s performance of such transactions and each Party shall cooperate with the other in all consummation of the foregoingAcquisition.

Appears in 1 contract

Samples: Purchase Agreement (Ryerson Tull Inc /De/)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, the Purchaser and the Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and Affiliates, as may otherwise be required for them to consummate the Acquisition Transaction and the Other Contemplated Transactions in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Seller or the Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable LawsLaw. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the AcquisitionTransaction and the Other Contemplated Transactions, including the obtaining of all required consentsRequired Consents and Permits or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asta Funding Inc)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Parent, Purchaser and Seller the Company shall, and the Company shall cause the Subsidiary to, make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and Affiliates, as may otherwise be required for them to consummate the Acquisition and the Other Contemplated Transactions in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which Seller the Company or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable LawsLaw. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the AcquisitionAcquisition and the Other Contemplated Transactions, including the obtaining of all required consentsCompany Required Consents and Permits or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lund International Holdings Inc)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, the Seller and the Purchaser and Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and them, as may otherwise be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Seller or the Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable LawsLaw. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best good faith efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits permits and Ordersorders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including including, but not limited to, the obtaining of all Companies' required consents, the Purchaser's required consents or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (Distinctive Devices Inc)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, Purchaser and Seller shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates including the filing of a Notification and Report Form pursuant to the HSR Act, and as may otherwise be required for them to consummate the Acquisition in accordance with the terms of this Agreement and shall consult with each other prior to such filing and shall not make any such filing or submission to which Seller or Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Laws. Subject to the terms and conditions herein, each Party, without payment or further consideration, shall use its best reasonable commercial efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the Acquisition, including including, but not limited to, obtaining all required consents, whether private or governmental, required in connection with such Party’s 's performance of such transactions and each Party shall cooperate with the other in all of the foregoing.. 5.3

Appears in 1 contract

Samples: Asset Purchase Agreement (Cagles Inc)

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Consents, Filings and Authorizations; Efforts to Consummate. (a) As -------------------------------------------------------------- promptly as practicable after the date hereof, Purchaser and Seller the Parties shall make all filings and submissions under such Laws laws as are applicable to them or to their respective Affiliates and as may otherwise be required for them to consummate the Acquisition in accordance with consummation of the terms of transactions contemplated by this Agreement and Agreement. The Parties shall consult with each other prior to any such filing filing, and no Party shall not make any such filing or submission to which Seller or Purchaser, as the case may be, another Party reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable Lawslaws. No agreement that could have a negative impact on the Business will be made by Seller or the Company with any third party to obtain any consent or approval to the transactions contemplated hereby, except in accordance with a plan previously agreed to in writing by Purchaser and none of Purchaser, JLL, the Company or any Subsidiary shall be required to make any payment or provide any goods or services as a condition to obtaining such consent. Subject to the terms and conditions herein, each Party, without payment or further consideration, Party shall use its best commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable advisable: (a) to cause the conditions to the obligations of each Party to consummate the transactions contemplated hereby to be satisfied as soon as reasonably practicable and (b) under applicable LawsApplicable Law, Permits and Ordersorders, to consummate and make effective, effective the transactions contemplated hereby as soon as reasonably practicable, the Acquisition, including obtaining all required consents, whether private or governmental, consents required in connection with such Party’s performance of such transactions and each Party shall cooperate with the other in all 's consummation of the foregoingtransactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Jones Lang Lasalle Inc)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, the Purchaser and the Seller shall, and the Seller shall cause the Subsidiaries to, make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and Affiliates, as may otherwise be required for them to consummate the Acquisition and the Other Contemplated Transactions in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which the Seller or the Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable LawsLaw. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the AcquisitionAcquisition and the Other Contemplated Transactions, including the obtaining of all required consentsRequired Consents and Permits or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pick Communications Corp)

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after the date hereof, the Purchaser and Seller the Sellers shall make all filings and submissions under such Laws as are applicable to them or to their respective Affiliates and Affiliates, as may otherwise be required for them to consummate the Acquisition Transaction and the Other Contemplated Transactions in accordance with the terms of this Agreement and shall consult with furnish copies thereof to each other party prior to such filing and shall not make any such filing or submission to which Seller the Sellers or the Purchaser, as the case may be, reasonably objects in writing. All such filings shall comply in form and content in all material respects with applicable LawsLaw. Subject to the terms and conditions herein, each Partyparty hereto, without payment or further consideration, shall use its best efforts to take or cause to be taken all actions action and to do or cause to be done all things necessary, proper or advisable under applicable Laws, Permits and Orders, to consummate and make effective, as soon as reasonably practicable, the AcquisitionTransaction and the Other Contemplated Transactions, including the obtaining of all required consentsRequired Consents and Permits or consents of any third party, whether private or governmental, required in connection with such Party’s party's performance of such transactions and each Party party hereto shall cooperate with the other in all of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asta Funding Inc)

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