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. (b) Each of Seller and Purchaser shall (A) give the other party prompt notice of the commencement of any legal proceeding by or before any Governmental Authority relating to the Acquisition or any of the other transactions contemplated by this Agreement; (B) keep the other party informed as to the status of any such legal proceeding; and (C) promptly inform the other party of any communication to or from any Governmental Authority regarding the Acquisition, this Agreement, or any other transaction contemplated hereby. To the extent permitted by Law, Seller and Purchaser shall consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority in connection with any proceeding under or relating to the any antitrust or competition law. To the extent permitted by Law, each party shall promptly deliver to the other a copy of each such filing analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority, and of each communication received from any Governmental Authority relating to the Acquisition, this Agreement, or any of the transactions contemplated hereby. (c) Purchaser and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall use commercially reasonable efforts (i) to obtain any action or inaction, waiver, consent, clearance, or approval of a Governmental Authority required to be obtained by the party in connection with the consummation of the Acquisition or any of the other transactions contemplated by this Agreement; and (ii) to prevent any Governmental Authority from blocking, in whole or in part, the Acquisition or any other transaction contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Purchaser shall not have any obligation under this Agreement to (i) dispose of or transfer any assets; (ii) license or otherwise make available to any Person, any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the Closing Date); (iv) make any commitment (to any Governmental Authority or otherwise) regarding its future operations or the future operation of the Purchased Assets; (v) to discontinue offering any product or service; (vi) modify or terminate any existing contractual rights or commercial relationships; (vii) engage in litigation or other adversary proceedings, whether judicial or administrative, concerning the legality of this Agreement or any other transaction contemplated hereby; or (viii) commit to any of the foregoing or cause any of its Subsidiaries or Affiliates to do or commit to doing any of the foregoing.

Consents, Filings and Authorizations; Efforts to Consummate. (a) As promptly as practicable after The Companies shall make all commercially reasonable efforts to obtain and deliver to Purchaser at the date hereof, Closing consents from the relevant parties to the contracts or agreements set forth in Schedule 7.3(e). (b) Purchaser and Seller Edgen 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 consummation of the Acquisition in accordance with the terms of this Agreement. Each Party shall as promptly as practicable comply with the laws and regulations of any other Governmental Authority that are applicable to any of the transactions contemplated by this Agreement and pursuant to which any consent is necessary. Purchaser and Edgen shall consult cooperate with each other prior to such filing and shall not make one another in connection with any such filing or submission to which Seller or Purchaser, as the case may be, reasonably objects in writingfilings. All such filings shall comply in form and content in all material respects with applicable Lawslaws. The Parties shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority with respect to the transactions contemplated by this Agreement. (c) Subject to the terms and conditions herein, each Party, without payment or further considerationmaterial monetary payment, 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: (i) to cause the conditions to the obligations of each Party to consummate the Acquisition to be satisfied as soon as reasonably practicable; (ii) under applicable Lawslaws, Permits permits and Ordersorders, to consummate and to give each other all of the benefits contemplated by this Agreement and to make effective, effective the Acquisition and the transactions contemplated hereby as soon as reasonably practicable, and to cooperate with each other in connection with the Acquisitionforegoing, 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 of the foregoing. (b) Each of Seller and Purchaser shall (A) give the other party prompt notice of the commencement of any legal proceeding by or before any Governmental Authority relating to the Acquisition or any of the other transactions contemplated by this Agreement; (B) keep the other party informed as to the status of any such legal proceeding; and (C) promptly inform the other party of any communication to or from any Governmental Authority regarding the Acquisition, this Agreement, or any other transaction contemplated hereby. To the extent permitted by Law, Seller and Purchaser shall consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority in connection with any proceeding under or relating to the any antitrust or competition law. To the extent permitted by Law, each party shall promptly deliver to the other a copy of each such filing analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority, and of each communication received from any Governmental Authority relating to the Acquisition, this Agreement, or any of the transactions contemplated hereby. (c) Purchaser and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall use commercially reasonable efforts (i) to obtain any action or inaction, waiver, consent, clearance, or approval of a Governmental Authority required to be obtained by the party in connection with the consummation of the Acquisition or any of the other transactions contemplated by this Agreement; and (ii) to prevent any Governmental Authority from blocking, in whole or in part, the Acquisition or any other transaction contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Purchaser shall not have any obligation under this Agreement to (i) dispose of or transfer any assets; (ii) license or otherwise make available to any Person, any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the Closing Date); (iv) make any commitment (to any Governmental Authority or otherwise) regarding its future operations or the future operation obtain such consents, approvals and permissions from landlords, their mortgagees, local regulatory authorities with jurisdiction of the Purchased Assets; (v) to discontinue offering any product or service; (vi) modify or terminate any existing contractual transfer, and other parties with effective rights or commercial relationships; (vii) engage in litigation or other adversary proceedings, whether judicial or administrative, concerning the legality of this Agreement or any other transaction contemplated hereby; or (viii) commit to any of the foregoing or cause any of its Subsidiaries or Affiliates to do or commit to doing any of the foregoingapproval.

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 of the foregoing. (b) Each of Seller and Purchaser shall (A) give the other party prompt notice of the commencement of any legal proceeding by or before any Governmental Authority relating to the Acquisition or any of the other transactions contemplated by this Agreement; (B) keep the other party informed as to the status of any such legal proceeding; and (C) promptly inform the other party of any communication to or from any Governmental Authority regarding the Acquisition, this Agreement, or any other transaction contemplated hereby. To the extent permitted by Law, Seller and Purchaser shall consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority in connection with any proceeding under or relating to the any antitrust or competition law. To the extent permitted by Law, each party shall promptly deliver to the other a copy of each such filing analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted to a Governmental Authority, and of each communication received from any Governmental Authority relating to the Acquisition, this Agreement, or any of the transactions contemplated hereby. (c) Purchaser and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the Acquisition and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement shall use commercially reasonable efforts (i) to obtain any action or inaction, waiver, consent, clearance, or approval of a Governmental Authority required to be obtained by the party in connection with the consummation of the Acquisition or any of the other transactions contemplated by this Agreement; and (ii) to prevent any Governmental Authority from blocking, in whole or in part, the Acquisition or any other transaction contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Purchaser shall not have any obligation under this Agreement to (i) dispose of or transfer any assets; (ii) license or otherwise make available to any Person, any technology or other intellectual property rights; (iii) hold separate any assets or operations (either before or after the Closing Date); (iv) make any commitment (to any Governmental Authority or otherwise) regarding its future operations or the future operation of the Purchased Assets; (v) to discontinue offering any product or service; (vi) modify or terminate any existing contractual rights or commercial relationships; (vii) engage in litigation or other adversary proceedings, whether judicial or administrative, concerning the legality of this Agreement or any other transaction contemplated hereby; or (viii) commit to any of the foregoing or cause any of its Subsidiaries or Affiliates to do or commit to doing any of the foregoingAcquisition.