Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.
Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.
Filings and Consents. Where required by applicable law, the Company and the Controlling Shareholders shall use commercially reasonable efforts to do each of the following:
(a) as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form required to be filed by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period;
(b) after consultation with Purchaser, make any additional filing required to be made by the Company under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act;
(c) make or give each filing or notice required to be made or given pursuant to any applicable Legal Requirement, Material Contract or Permit by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and
(d) obtain an agreement from each Creditor to terminate its lien and lien filings upon payment of the amounts specified in such Creditor's respective Payoff Letter to the extent that Purchaser decides to pay off a Debt at Closing and each consent required to be obtained pursuant to any applicable Legal Requirement, Permit or Material Contract by the Company or Shareholders in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby. Except as to liens related to Leased Property to be acquired by Purchaser pursuant to Section 7.5, Company shall pay all reasonable costs of obtaining such releases and consents which costs shall be a Company Expense.
Filings and Consents. (a) The Purchaser shall, and shall cause its Affiliates to, and the Seller shall, (i) file all applications legally required of such Person with the Israeli Antitrust Commissioner in connection with obtaining the Antitrust Approval, within 14 days of the date hereof, and (ii) provide all information required by the Israeli Antitrust Commissioner in connection with such filings in a timely manner.
(b) The Purchaser shall, and shall cause its Affiliates to, (i) file within 14 days of the date hereof all applications legally required of such Person with (y) the MoC in connection with obtaining the MoC Approval, and (z) any other governmental authority required by law to effect the transaction contemplated hereby ((y) and (z), together with the Antitrust Approval, collectively the "Regulatory Approvals”), and (ii) provide all information required by the MoC or other Governmental Authority in connection with such filings in a timely manner. In the event the any such filings are to be made by the Seller, it shall do the same, except that with respect to the MoC Approval or other governmental approval as relevant, (i) Seller shall provide Purchaser relevant information concerning Seller that is in Seller's possession, (ii) Purchaser shall prepare such filings in full, (iii) Seller's sole responsibility (other than with respect to information that it provides) shall be to deliver such filings to the MoC or other relevant governmental authority, (iv) the content of such filings with the MoC (other than with respect to information concerning the Seller) shall remain the responsibility of Purchaser, and Purchaser shall retain liability for the contents thereof.
(c) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to use best efforts to obtain the Regulatory Approvals as soon as possible, to make such filings and notifications and respond to any requests for additional information made by an authority in a timely, complete and correct manner, and to comply with all applicable law and all requirements applicable to it of the MoC or the Israeli Antitrust Commissioner or other applicable agencies or regulatory authorities, as the case may be, to effect the transactions contemplated by this Agreement. The Purchaser undertakes not to, and shall exercise best efforts to cause any of its controlling shareholders and its Affiliates not to, take any action that would adversely affect its ability to effect the Closing in a timely ma...
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings and give all notices required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The parties shall (upon request) promptly deliver to the other party a copy of each such filing made, each such notice given and each such Consent obtained by such party during the Pre-Closing Period.
Filings and Consents. Each of Grantee and Issuer will use its reasonable efforts to make all filings with, and to obtain consents of, all third parties and Governmental Authorities necessary to the consummation of the transactions contemplated by this Agreement, including, without limitation, making application if necessary, for listing of the shares of Common Stock issuable hereunder on any exchange or quotation system and applying to the Federal Reserve Board under the BHCA and to state banking authorities for approval to acquire the shares issuable hereunder.
Filings and Consents. The Vendors shall ensure that:
(a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Government Authorisation, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.20 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement;
(b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Company or the Vendors in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.20 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;
(c) the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by them during the Pre-Closing Period; and
(d) during the Pre-Closing Period, the Vendors, the Company and their Representatives cooperate with the Purchaser and with the Purchaser's Representatives, and prepare and make available such documents and take such other actions as the Purchaser may request in good faith, in connection with any filing, notice or Consent that the Purchaser is required or elects to make, give or obtain.
Filings and Consents. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement.
Filings and Consents. (a) Subject to the terms and conditions of this Agreement, each of the parties shall use its commercially reasonable efforts to (i) cooperate with one another in determining which filings are required to be made by each party prior to the Closing with, and which consents, approvals, permits, or authorizations are required to be obtained by each party prior to the Closing from, Governmental Authorities or other Persons in connection with the execution and delivery of this Agreement and the consummation of the Transactions and (ii) assist the other parties in timely making all such filings and timely seeking all such consents, approvals, permits, authorizations, and waivers required to be made and obtained by the other parties. Prior to making any application to or filing with any Governmental Authority in connection with this Agreement, each party shall provide the other parties with drafts of such application or filing (excluding any confidential information included therein) and afford the other parties a reasonable opportunity to comment on such drafts. Each of the parties shall promptly furnish all information required to be included in any such application or filing with any Governmental Authority. Each party shall bear its own costs, fees, and expenses payable to any Governmental Authority in connection with any required notification or filing made or given to any Governmental Authority in connection with the Transactions.
(b) Without limiting the foregoing, each of the parties shall use their commercially reasonable efforts to avoid the entry of, or to have vacated or terminated, any Order that would restrain, prevent, or delay the consummation of the Transactions.
Filings and Consents. Where required by applicable law, Parent and Purchaser shall use commercially reasonable efforts to do each of the following:
(a) as soon as practicable after the date of this Agreement, file with the appropriate governmental authority any notification form required to be filed by Parent or Purchaser under the HSR Act with respect to this Agreement and the transactions contemplated hereby, together with a request for early termination of the applicable waiting period;
(b) after consultation with the Controlling Shareholders, make any additional filing required to be made by Parent or Purchaser under the HSR Act and promptly furnish to the appropriate governmental authority such additional information as may be requested under the HSR Act;
(c) make or give each other filing or notice required to be made or given pursuant to any applicable Legal Requirement by Purchaser in connection with the execution and delivery of this Agreement or in connection with the consummation or performance of any of the transactions contemplated hereby; and
(d) obtain each consent required to be obtained by Parent or Purchaser pursuant to any applicable Legal Requirement or material contract to which Parent or Purchaser is a party or by which either of them is bound in connection with the execution and delivery of any of this Agreement or in connection with the consummation or performance of the transactions contemplated hereby.
