Consents of Third Parties; Governmental Approvals. (a) Parent and Buyer agree to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement and permit Buyer, following the consummation of the transactions contemplated by this Agreement, to continue to conduct any part of the Business previously conducted in any of the jurisdictions covered by the International Licenses, including all of the following: (i) seeking to obtain prior to the Closing Date all licenses, certificates, permits, approvals, consents, authorizations, qualifications and orders of Governmental Bodies as are necessary for the consummation of the transactions contemplated hereby, including such consents and approvals as may be required under the HSR Act, as set forth below and any similar foreign legislation; (ii) seeking to obtain all necessary or appropriate consents of third parties, other than consents of Governmental Bodies; (iii) seeking to effect all necessary registrations and other filings and submissions of information requested by Governmental Bodies in connection with this Agreement and the transactions contemplated hereby; (iv) seeking to take such actions and execute and deliver such documents as may be necessary to effectuate the purposes of this Agreement at the earliest practicable time; and (v) seeking to take such actions as are necessary to satisfy the conditions to Closing; provided, however, that such action shall not include any requirement to expend -------- ------- expend any significant amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party; and provided, further, that Buyer shall not be obligated hereunder -------- ------- to divest (x) any portion of the Business or (y) any of its assets owned prior to the Closing Date. The proviso that the parties not be required to expend any significant amounts of money shall not be construed so as to limit the parties' responses to requests by Governmental Bodies for additional information or documentary material. Parent and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoing.
(b) As promptly as practicable, and in any event not more than 10 business days, after the date hereof, Buyer and Parent shall file with the Federal Trade Commission and the Antitrust Division of the Department o...
Consents of Third Parties; Governmental Approvals. (a) The Company will act diligently and reasonably to secure, before the Effective Time, the consent, approval or waiver, in form and substance reasonably satisfactory to Parent, from any party to any Company Agreement required to be obtained to permit the consummation of the transactions contemplated by this Agreement; provided, however, that (i) neither the Company nor Parent shall have any obligation to offer or pay any consideration in order to obtain any such consent, approval or waiver and (ii) the Company shall not make any agreement or understanding affecting its assets or business as a condition for obtaining any such consent, approval or waiver except with the prior written consent of Parent. During the period prior to the Closing Date, Parent shall act diligently and reasonably to cooperate with the Company to obtain the consents, approvals and waivers contemplated by this Section 7.5(a).
(b) During the period prior to the Effective Time, the parties hereto shall act diligently and reasonably, and shall cooperate with each other, to secure any consents and approvals of any Governmental Body required to be obtained by them in order to permit the consummation of the transactions contemplated by this Agreement or to otherwise satisfy the conditions set forth in Section 9.4; provided that the Company shall not make any agreement or understanding affecting its assets or business as a condition for obtaining any such consent or approval except with the prior written consent of Parent.
Consents of Third Parties; Governmental Approvals. To the extent that Seller has not obtained any required consents, approvals, or waivers in accordance with Section 5.2 as of the Closing and Buyer and Seller nonetheless elect to close, then upon request by Xxxxx, for a period of six months after the Closing Date, Seller shall use its commercially reasonable best efforts to:
(a) cooperate with Buyer in any reasonable and lawful arrangements under which Xxxxx would obtain the benefit of the matter concerned; and
(b) enforce for the account of Buyer any rights of Seller arising from the matter concerned. If, after the conclusion of the above-referenced six-month period, any consent, approval, or waiver has not been obtained, Buyer and Seller will cooperate in any commercially reasonable arrangement to obviate the need for that consent, approval, or waiver.
Consents of Third Parties; Governmental Approvals. (a) Seller and Buyer will act diligently and reasonably in attempting to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to the other party, required to be obtained from any party (other than an Administrative Authority) to consummate the transactions contemplated by this Agreement; provided, however, that such action shall not include any requirement of Aon, Seller, the Company, the Subsidiaries, on one hand, or Buyer, on the other hand, or any of their respective Affiliates, to expend money in excess of $125,000 in the aggregate.
(b) During the period prior to the Closing Date, each of Buyer and Seller shall act diligently and reasonably, and upon the request of the other party, shall use its reasonable efforts to cooperate, in attempting to secure any consents and approvals of any Administrative Authority required to be obtained by Buyer or Seller in order to permit the consummation of the transactions contemplated by this Agreement or to otherwise satisfy the conditions set forth in Sections 9.3 and 10.3. In connection therewith and subject to Section 7.3(c), each of Buyer and Seller shall use its commercially reasonable efforts to make all such filings no later than 45 business days after the date hereof and in any event prior to the Closing Date. Prior to filing any materials or documents with any Administrative Authority, each of Buyer and Seller shall afford the other party a reasonable opportunity (no less than three business days) to review and comment on such materials or documents; provided; that such materials or documents do not contain or reveal confidential information of Buyer, the Company, the Subsidiaries or any of their respective Affiliates in which event such materials or documents shall be provided on a confidential basis solely to the other party’s outside counsel, subject to entering into a mutually agreeable joint defense agreement.
(c) Buyer and Seller shall use their reasonable best efforts to file not more than 10 business days after the date hereof with the Federal Trade Commission and the Antitrust Division of the Department of Justice the Notification and Report Form and other information required to be filed under the HSR Act. Each party warrants that all such filings by it will be, as of the date filed, true, complete and accurate and in substantial compliance with the requirements of the HSR Act. Each of Buyer and Seller agrees to file as promptly as reasonab...
Consents of Third Parties; Governmental Approvals. (a) Seller Parent and Buyer Parent have filed an acquired person’s and acquiring person’s notification and report form required by the HSR Act with respect to the transactions contemplated by this Agreement. Each of the Parties shall use its commercially reasonable efforts and shall cooperate with the other parties as shall be reasonably necessary to secure the termination of any applicable HSR or other waiting period and to obtain as promptly as possible all other necessary approvals, authorizations and consents of governmental authorities required to be obtained by it, to consummate the transactions contemplated hereby. Each of the Parties further agrees to use commercially reasonable efforts to comply promptly with all requests or requirements for information, documentary or otherwise, by any governmental authority pursuant to the HSR Act or other applicable law.
(b) Seller will act diligently and reasonably to secure, before the Closing Date, all consents, approvals or waivers required to be set forth in Schedule 5.3, in form and substance reasonably satisfactory to Buyer.
Consents of Third Parties; Governmental Approvals. (a) During the period prior to the Closing Date, Xxxxxxx and Partner shall use their commercially reasonable efforts to secure any consents and approvals of any third party (including any Governmental Body) required to be obtained to consummate the transactions contemplated by this Agreement; provided, however, that such action shall not include any requirement of any party to expend money, commence or participate in any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case financial or otherwise) to any third party (including any Governmental Body).
(b) Each of Partner and Xxxxxxx shall (i) permit the other to review in advance any proposed communication by such party to any Governmental Body relating to the subject matter of this Agreement, (ii) promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Body relating to such matters and (iii) provide to the other copies of all correspondence, filings or communications between it (or its advisors) and any such Governmental Body relating to this Agreement or any of the matters described in this Section 8.3(b), provided that such correspondence does not contain or reveal confidential information of Partner, the Xxxxxxx Parties or any of their respective Affiliates. Neither Partner nor Xxxxxxx shall agree to participate in any meeting with any Governmental Body (including via telephone or conference call) in respect of any filings, investigation or other inquiry unless it consults with the other in advance and, to the extent permitted by such Governmental Body, gives the other the opportunity to attend and participate at such meeting.
Consents of Third Parties; Governmental Approvals. (a) Newco, HUI and CTU will use their best efforts to secure, before the Closing Date, the consent, approval or waiver, from any party to a Contract, to assign or transfer any such Contract to Newco or HUI or to otherwise satisfy the conditions set forth in SECTION 7.04 and to obtain the release of CTU from liability in respect thereof; provided that neither CTU, Newco, nor HUI shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals.
(b) During the period prior to the Closing Date, CTU, Newco and HUI shall act diligently and reasonably, and shall cooperate with each other and use their best efforts to secure any consents and approvals of any governmental or regulatory authority required to be obtained by them in order to assign or transfer any Permits to Newco or HUI or to permit the consummation of the transactions contemplated by this Agreement.
Consents of Third Parties; Governmental Approvals. Subject to the terms and conditions of this Agreement: (a) Seller and Buyer will act diligently and reasonably to secure, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to the other party, required to be obtained from any Person (other than a Governmental Body) to consummate the transactions contemplated by this Agreement or to permit the operations of the Business immediately after Closing.
Consents of Third Parties; Governmental Approvals. (1) The Buyer and the Sellers will act diligently and reasonably to secure, after the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to the Buyer from any party to any Material Agreement required to be obtained to satisfy the conditions set forth in this Agreement.
(2) During the period prior to and after the Closing Date, the parties shall act diligently and reasonably, and shall cooperate with each other, to secure any consents and approvals of any Person required to be obtained by them in order to permit the consummation of the transactions contemplated by this Agreement, or to otherwise satisfy the conditions set forth in Section 7.2; provide that the Company shall not make any agreement or understanding affecting the Company as a condition for obtaining any such consents or approvals except with the prior written consent of the Buyer (which consent shall not be unreasonably withheld).
Consents of Third Parties; Governmental Approvals. (a) The Seller and the Buyer will cooperate and act diligently and reasonably to secure, before the Closing Date, the consents and approvals listed on Schedule 4.11; provided, however, that such action shall not include any requirement to commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
(b) During the period prior to the Closing Date, the Seller and the Buyer shall act diligently and reasonably, and shall cooperate with each other, to secure any consents and approvals of any governmental body required to be obtained by them in order to permit the consummation of the transactions contemplated by this Agreement.
(c) Subject to the terms and conditions of this Agreement, each party shall use its reasonable efforts to cause the Closing to occur.
