Common use of Consents; Regulatory Filings Clause in Contracts

Consents; Regulatory Filings. (a) Each party hereto shall use commercially reasonable efforts to obtain all licenses, permits, approvals, consents, qualifications and orders of Government Entities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents (including, without limitation, the permits, approvals and consents set forth on Schedule 6.1(e) or Schedule 6.1(f)), and will cooperate fully with each other in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. (b) Within ten (10) Business Days after the date hereof, each party hereto shall make or cause to be made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act with respect to the Transaction, including, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. All filing fees to be paid by Buyer or Seller in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Buyer. To the extent any other antitrust or similar notification or consent is required from any other Government Entity, such filings and costs shall be undertaken and borne by Buyer. (c) Seller and Buyer shall cooperate in good faith with each other in connection with any filings with any Government Entity (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and consider all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity under the HSR Act with respect to any such filing or any such transaction. Each such party shall use its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Transaction. In addition, except as prohibited by Legal Requirements, each party hereto shall (i) promptly notify the other parties hereto of any communication to that party from any Government Entity relating to the approval or disapproval of the Transaction; and (ii) not participate in any meetings or substantive discussions with any Government Entity with respect thereto without consulting with and offering the other party a meaningful opportunity to participate in such meetings or discussions. (d) The parties hereto agree to use commercially reasonable efforts to satisfy, prior to the Outside Date, any requirement, request or condition sought or imposed by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Government Entity acting under the HSR Act, in each case, relating in any way to the Transaction, where the failure to satisfy any such requirement, request or condition would delay, prevent or make illegal such timely consummation of the Transaction, including (i) taking commercially reasonable actions to comply with any request, directions, determinations, requirements or conditions of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity and (ii) taking commercially reasonable actions to remove or cause to be removed any direction, determination, requirement, injunction, order, condition or limitation, that prevents or would prevent, or that makes illegal, the timely consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, neither Buyer, Seller nor any of their respective Affiliates shall be required, in connection with the matters covered by this Section 8.11, (v) to pay any amounts (other than the payment of filing fees and expenses and fees of its counsel), (w) to commence or defend litigation, (x) to hold separate (including by trust or otherwise) or divest any of their respective Affiliates’ businesses, product lines or assets, or any of the Acquired Assets, (y) to take any action or agree to any limitation on the operation or conduct of the Business or any other business or assets of Buyer, Seller or any of their respective Affiliates or (z) to waive any of the conditions to this Agreement set forth in Section 6.1. (e) As promptly as reasonably practicable, but no later than five (5) Business Days after the date hereof, Buyer shall make or cause to be made all filings required to obtain an Alcohol Fuel Permit from the Alcohol and Tobacco Tax and Trade Bureau for the operation of the Facility.

Consents; Regulatory Filings. (a) Each party hereto shall use commercially reasonable efforts to obtain all licenses, permits, approvals, consents, qualifications and orders of Government Entities and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents (including, without limitation, the permits, approvals and consents set forth on Schedule 6.1(e5.1(e) or Schedule 6.1(f5.1(f)), and will cooperate fully with each other in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals. (b) Within ten (10) Business Days after the date hereof, each party hereto shall make or cause to be made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act with respect to the Transaction, including, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. All filing fees to be paid by Buyer or Seller in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid equally by BuyerBuyer and Seller. To the extent any other antitrust or similar notification or consent is required from any other Government Entity, such filings and costs shall be undertaken and borne equally by BuyerBuyer and Seller. (c) Seller and Buyer shall cooperate in good faith with each other in connection with any filings with any Government Entity (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and consider all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity under the HSR Act with respect to any such filing or any such transaction. Each such party shall use its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the Transaction. In addition, except as prohibited by Legal Requirements, each party hereto shall (i) promptly notify the other parties hereto of any communication to that party from any Government Entity relating to the approval or disapproval of the Transaction; and (ii) not participate in any meetings or substantive discussions with any Government Entity with respect thereto without consulting with and offering the other party a meaningful opportunity to participate in such meetings or discussions. (d) The parties hereto agree to use commercially reasonable efforts to satisfy, prior to the Outside Date, any requirement, request or condition sought or imposed by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Government Entity acting under the HSR Act, in each case, relating in any way to the Transaction, where the failure to satisfy any such requirement, request or condition would delay, prevent or make illegal such timely consummation of the Transaction, including (i) taking commercially reasonable actions to comply with any request, directions, determinations, requirements or conditions of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity and (ii) taking commercially reasonable actions to remove or cause to be removed any direction, determination, requirement, injunction, order, condition or limitation, that prevents or would prevent, or that makes illegal, the timely consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, neither Buyer, Seller nor any of their respective Affiliates shall be required, in connection with the matters covered by this Section 8.117.11, (v) to pay any amounts (other than the payment of filing fees and expenses and fees of its counsel), (w) to commence or defend litigation, (x) to hold separate (including by trust or otherwise) or divest any of their respective Affiliates’ ' businesses, product lines or assets, or any of the Acquired Assets, (y) to take any action or agree to any limitation on the operation or conduct of the Business or any other business or assets of Buyer, Seller or any of their respective Affiliates or (z) to waive any of the conditions to this Agreement set forth in Section 6.15.1. (e) As promptly as reasonably practicable, but no later than five (5) Business Days after the date hereof, Buyer shall make or cause to be made all filings required to obtain an Alcohol Fuel Permit from the Alcohol and Tobacco Tax and Trade Bureau for the operation of the Facility.. ARTICLE 8

Consents; Regulatory Filings. (a) Each party hereto The Seller shall, upon the prior review and approval of the Buyer (which review and approval shall not be unreasonably withheld or delayed), use commercially reasonably efforts to assist Buyer with its efforts to prepare and file all documents and correspondence (including Acquired Permit transfers, re-issues, modifications and applications and other similar documents) required to be submitted prior to or after the Closing Date to all applicable Governmental Authorities pursuant to any Law in connection with the Agreement. The Seller and the Buyer shall otherwise use commercially reasonable efforts to make all filings and obtain all licensesmaterial Permits, permits, approvals, consents, qualifications Orders and orders consents of Government Entities and other third parties Governmental Authorities that may be or become necessary are required for its execution and delivery of, and the performance of its obligations to be performed on or before the Closing Date pursuant to, this Agreement and the other Transaction Documents (includingAgreement, without limitation, the permits, approvals and consents set forth on Schedule 6.1(e) or Schedule 6.1(f)), and will cooperate fully with each other in promptly seeking including all actions required to obtain all such permits, authorizations, consents, orders and approvals. (b) Within ten (10) Business Days after be taken under Laws. Prior to the date hereof, each party hereto shall make or cause to be Party made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act with respect to the Transaction, including, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the TransactionTransaction and each Party agrees to make an appropriate response as promptly as practicable to the appropriate Governmental Authorities to any additional information and documentary material that may be requested pursuant thereto necessary to consummate the Transaction in accordance with this Section 7.4. Each such filing shall request early termination of If the waiting periods imposed by Closing occurs, the HSR Act. All filing fees related to be paid by Buyer or Seller in connection with filing Notification and Report Forms pursuant to the filings under the HSR Act shall be borne 50% by the Buyer and 50% by the Seller (and, for the avoidance of doubt and notwithstanding anything contained in this Agreement to the contrary, if the Buyer has paid by Buyer. To more than 50% of such filing fees prior to the extent any other antitrust or similar notification or consent is required from any other Government Entitydate hereof, such filings and costs excess amount shall be undertaken and netted against the Closing Date payment of the Buyer contemplated by Section 4.3(a)). If the Closing does not occur, the filing fees related to the filings under the HSR Act shall be borne solely by the Buyer. (cb) Seller The Parties will consult and Buyer shall cooperate with one another, and consider in good faith with each other the views of one another, in connection with any filings with any Government Entity (includingfiling, to the extent permitted application, notice, analysis, appearance, presentation, memorandum, submission, brief, argument, opinion and proposal made or submitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and consider all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry on behalf of any of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity under the HSR Act with respect to Party before any such filing or any such transaction. Each such party shall use its best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law Governmental Authority in connection with the approval of the Transaction; provided, however, that the Buyer and Seller shall jointly direct all matters with any Governmental Authority relating to the Transaction; provided, further, however, that nothing will prevent a Party from responding to or complying with a subpoena, civil investigative demand or other legal process required by Law or submitting factual information in response to a request therefore. In addition, except as prohibited by Legal RequirementsLaw, each party hereto Party shall (i) promptly notify the other parties hereto Party of any communication to that party Party from any Government Entity Governmental Authority relating to the approval or disapproval of the Transaction; and (ii) to the extent practicable, permit outside counsel for the other Party to review and consider in good faith such counsel’s views on any proposed written (or any material oral) communication with any Governmental Authority; (iii) not participate in any meetings or substantive discussions with any Government Entity Governmental Authority with respect thereto without consulting with and offering the other party Party (and such other Party’s outside counsel) a meaningful opportunity to participate in such meetings or discussions; and (iv) furnish the other Party with copies of all correspondence and communications between them and their Affiliates and Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to the Transaction. (dc) The parties hereto agree to Buyer shall use commercially reasonable efforts to satisfyobtain approval of the Transaction by any Governmental Authority under the Antitrust Laws, including taking steps necessary to avoid or eliminate each and every legal impediment under any Antitrust Laws that may be asserted by any Governmental Authority so as to enable the Parties to consummate the Transaction as promptly as reasonably practicable, and in any event prior to the Outside Date, any requirement, request or condition sought or imposed by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Government Entity acting under the HSR Act, in each case, relating in any way to the Transaction, where the failure to satisfy any such requirement, request or condition would delay, prevent or make illegal such timely consummation of the Transaction, including (i) taking commercially reasonable actions to comply with any request, directions, determinations, requirements or conditions of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity and (ii) taking commercially reasonable actions to remove or cause to be removed any direction, determination, requirement, injunction, order, condition or limitation, that prevents or would prevent, or that makes illegal, the timely consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, neither Buyer, Seller nor any of their respective Affiliates shall be required, in connection with the matters covered by this Section 8.11, (v) to pay any amounts (other than the payment of filing fees and expenses and fees of its counsel), (w) to commence or defend litigation, (x) to hold separate (including by trust or otherwise) or divest any of their respective Affiliates’ businesses, product lines or assets, or any of the Acquired Assets, (y) to take any action or agree to any limitation on the operation or conduct of the Business or any other business or assets of Buyer, Seller or any of their respective Affiliates or (z) to waive any of the conditions to this Agreement set forth in Section 6.1. (e) As promptly as reasonably practicable, but no later than five (5) Business Days after the date hereof, Buyer shall make or cause to be made all filings required to obtain an Alcohol Fuel Permit from the Alcohol and Tobacco Tax and Trade Bureau for the operation of the Facility.

Consents; Regulatory Filings. (a) Each party hereto shall of the Company, the Sellers and Buyer undertake and agree to use commercially reasonable best efforts to obtain obtain, or cause to be obtained, all licenses, permits, approvals, consents, qualifications authorizations, orders and orders of Government approvals from all Governmental Entities and other third parties that may be or become necessary for its execution and delivery of, of this Agreement and the performance of its obligations pursuant to, to this Agreement and the other Transaction Documents (includingDocuments. None of the parties hereto shall enter into any agreement with a Governmental Entity with respect to the transactions contemplated by this Agreement, without limitationexcept with the prior written consent of either the Seller Representative or Buyer, the permits, approvals and consents set forth on Schedule 6.1(e) or Schedule 6.1(f)), and will cooperate fully with each other in promptly seeking to obtain all such permits, authorizations, consents, orders and approvalsas applicable. (b) Within ten Each of the Company and the Sellers shall (10) Business Days both before and after the date hereof, each party hereto shall make or cause to be made all filings required of each of them or any of their respective subsidiaries or Affiliates under the HSR Act with respect to the Transaction, including, if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transaction. Each such filing shall request early termination of the waiting periods imposed by the HSR Act. All filing fees to be paid by Buyer or Seller in connection with filing Notification and Report Forms pursuant to the HSR Act shall be paid by Buyer. To the extent any other antitrust or similar notification or consent is required from any other Government Entity, such filings and costs shall be undertaken and borne by Buyer. (cClosing) Seller and Buyer shall cooperate in good faith with each other in connection with any filings with any Government Entity (including, to the extent permitted by applicable law, providing copies of all such documents to the non-filing parties prior to filing and consider all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity under the HSR Act with respect to any such filing or any such transaction. Each such party shall use its best efforts to promptly furnish to each other Buyer all information required for to be included in any application or other filing to be made pursuant to the rules and regulations of any applicable law Governmental Entity in connection with the Transactionapplications or other filings to be made by Buyer as contemplated by this Agreement. In additionThe Seller Representative and Buyer shall each have the right to review in advance and, except as prohibited by Legal Requirementsto the extent reasonably practicable and in a manner that protects attorney-client or attorney work product privilege, each party hereto shall (i) promptly notify will consult the other parties hereto of any communication with regard to that party from any Government Entity information relating to the approval or disapproval of the Transaction; and (ii) not participate other that appears in any meetings filing made with, or substantive discussions with any Government Entity with respect thereto without consulting with and offering the other party a meaningful opportunity to participate in such meetings or discussions. (d) The parties hereto agree to use commercially reasonable efforts to satisfy, prior to the Outside Datewritten materials submitted to, any requirement, request or condition sought or imposed by the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Government Governmental Entity acting under the HSR Act, in each case, relating in any way to the Transaction, where the failure to satisfy any such requirement, request or condition would delay, prevent or make illegal such timely consummation of the Transaction, including (i) taking commercially reasonable actions to comply with any request, directions, determinations, requirements or conditions of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Government Entity and (ii) taking commercially reasonable actions to remove or cause to be removed any direction, determination, requirement, injunction, order, condition or limitation, that prevents or would prevent, or that makes illegal, the timely consummation of the Transaction. Notwithstanding anything to the contrary in this Agreement, neither Buyer, Seller nor any of their respective Affiliates shall be required, in connection with the matters covered applications or other filings contemplated by this Section 8.11Agreement. Each of the Company, (v) the Sellers and Buyer further agrees to pay furnish the other with copies of all material correspondence, filings and communications between it and any amounts (Governmental Entity in connection with the applications or other filings contemplated by this Agreement, other than the payment of filing fees and expenses and fees of its counsel), (w) to commence or defend litigation, (x) to hold separate personal (including by trust financial) information and any attorney-client privileged materials filed therewith. (c) Notwithstanding the foregoing or otherwise) or divest any of their respective Affiliates’ businessesanything in this Agreement to the contrary, product lines or assets, in no event shall Buyer or any of its Affiliates be required to (i) sell, license or otherwise dispose of, or hold separate or agree to sell, license or otherwise dispose of, any entities, assets or facilities of Buyer or any of its Affiliates (including the Acquired Assets, (yCompany after the Closing) to take any action or agree to any limitation on its ability to acquire, hold, or operate the operation Company (either before or conduct after the Closing), (ii) terminate, amend or assign existing relationships and contractual rights and obligations, (iii) amend, assign or terminate existing licenses or other agreements or enter into such new licenses or other agreements, (iv) otherwise take or commit to take any actions that before or after the Closing would limit Buyer’s or any of its or Affiliates’ (including the Company after the Closing) freedom of action with respect to, or its ability to retain, one or more of its or its Affiliates’ (including the Company after the Closing) businesses, product lines, licenses, operations, rights, assets or rights or interests therein, or Buyer’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the equity of the Business Company, (v) defend, contest or otherwise resist any administrative or judicial action or order, including any proceeding seeking a temporary restraining order or preliminary injunction, by any Governmental Entity or private party, challenging any of the transactions contemplated hereunder as violative of any antitrust Law, (vi) pay any sums or concede anything of value; or (vii) take any action as a result of any “second request” or any request for additional information and documentary material or other business or assets inquiry from any Governmental Entity that is, in the reasonable judgment of Buyer, Seller reasonably likely to result, directly or indirectly, in Buyer or any of their respective its Affiliates or (z) to waive taking any of the conditions to this Agreement action set forth in Section 6.1. the foregoing subsections (e) As promptly as reasonably practicable, but no later than five (5) Business Days after the date hereofi)—(vi). In addition, Buyer and its Affiliates shall make be permitted to acquire any equity interest in, acquire all or cause to be made substantially all filings required to obtain an Alcohol Fuel Permit from the Alcohol and Tobacco Tax and Trade Bureau for the operation of the Facility.assets of, merge, consolidate, enter into a share exchange or business combination with, or enter into any other similar transaction or series of transactions with, any Person, and the parties hereto agree that no such transaction shall be a breach of this Section 6.6