Common use of Filings and Consents Clause in Contracts

Filings and Consents. SFG or each Selling Securityholder (severally as to itself), as the case may be, shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder 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 2.29 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 Companies or such Selling Securityholder 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 2.29 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) SFG or such Selling Securityholder promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG and its 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. SFG or During the Pre-Closing Period, each Selling Securityholder (severally as of the parties hereto shall use their Best Efforts to itself), as the case may be, shall ensure thatcause: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Material Contract, or otherwise) by the Companies or any such Selling Securityholder party in connection with the execution and delivery of any of the Transactional Transaction Agreements or in connection with the consummation or performance of any of the Transactions transactions contemplated herein (including the Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Act required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice, Form D pursuant to Regulation D under the Securities Act and each of the filings and notices identified in Part 2.29 4.05(i) of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (b) a response to be delivered as promptly as practicable to all inquiries received from the Federal Trade Commission and the Antitrust Division for additional information or documentation in connection with the filing made under the Xxxx-Xxxxx-Xxxxxx Act; (c) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Material Contract, or otherwise) by the Companies or each such Selling Securityholder party in connection with the execution and delivery of any of the Transactional Transaction Agreements or in connection with the consummation or performance of any of the Transactions transactions contemplated herein (including each of the Consents identified in Part 2.29 4.05(i) of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains to remain in full force and effect through the Closing Date; PROVIDED, HOWEVER, that no party shall be required to enter into any consent decrees or incur any material costs in order to obtain any Consent; (cd) SFG or such Selling Securityholder promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder party during the Pre-Closing PeriodPeriod to promptly be made available to the other parties; and (de) during the Pre-Closing Period, SFG and its their respective Representatives to cooperate with the Purchaser other parties and with the Purchaser's such parties' respective Representatives, and prepare and make available such documents and take such other actions as the Purchaser such other parties may request in good faith, in connection with any filing, notice or Consent that the Purchaser is such other parties are required or elects elect to make, give or obtain.

Filings and Consents. SFG or each Selling Securityholder (severally as to itself), as the case may be, Purchaser and Seller shall ensure use best efforts that: (a) each other filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Companies Purchaser or such Selling Securityholder Seller 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 2.29 2.8(c) of the Disclosure Schedule) ), to the extent not made or given prior to the Closing, is made or given as soon as possible after the date of this AgreementClosing; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder Seller 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 2.29 2.8(c) of the Disclosure Schedule) ), to the extent not obtained prior to the Closing, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;Closing; and (c) SFG or such Selling Securityholder promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG and its Representatives Seller shall 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 faithreasonably request, in connection with any filing, notice or Consent that the Purchaser is legally or contractually required or elects to make, give or obtainobtain 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, without limitation, the preparation of audited financial statements for each of the Acquired Companies and/or the Purchaser. The Purchaser shall be responsible for all of the expenses associated with the preparation of any such filing, notice or Consent and the preparation of audited financial statements, including the costs and expenses of the Seller, the Seller's employees and the Seller's agents (including, but not limited to, the reasonable fees and expenses of the Seller's outside legal counsel but excluding legal fees and expenses set forth in Section 7.2(b)).

Filings and Consents. SFG or each Selling Securityholder (severally as to itself), as the case may be, The Purchaser shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Companies Purchaser or such Selling Securityholder Merger Sub 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 2.29 of the Disclosure Schedule) is made or given as soon promptly as possible practicable after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Companies Purchaser or such Selling Securityholder Merger Sub 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 2.29 of the Disclosure Schedule) is obtained as soon promptly as possible practicable after the date of this Agreement and remains in full force and effect through the Closing Date; provided, however, that the Purchaser shall have no obligations under this Section 8.2(b) relating to or in connection with the HSR Act, which obligations are set forth in Section 9.10; (c) SFG or such Selling Securityholder the Purchaser promptly delivers to the Purchaser Company a copy of each filing made, each material notice given and each material Consent obtained by the Companies Purchaser or such Selling Securityholder Merger Sub during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG the Purchaser or Merger Sub and its Representatives the representatives of either cooperate with the Purchaser Company and with the Purchaser's Representativesits representatives, and prepare and make available such documents and take such other actions as the Purchaser Company may request in good faith, in connection with any filing, notice or Consent that the Purchaser Company is required or elects to make, give or obtain.

Filings and Consents. SFG or each Selling Securityholder (severally as to itself), as the case may be, 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 Companies Company or such Selling Securityholder 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 2.29 2.20 of the Disclosure ScheduleSchedule but excluding payment of stamp duty for which the Purchaser is responsible) 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 Companies Company or such Selling Securityholder 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 2.29 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) SFG or such Selling Securityholder the Company and the Vendors promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder them during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG the Vendors, the Company and its 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. SFG or each Selling Securityholder (severally as to itself), as the case may be, Seller shall ensure that: (aA) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by Seller or any of the Companies or such Selling Securityholder Stockholders 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 2.29 2.22 of the Disclosure ScheduleSchedule and any filings required under the HSR Act) is made or given as soon as possible within the time periods legally required after the date of this Agreement; (bB) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by Seller or any of the Companies or such Selling Securityholder Stockholders 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 2.29 2.22 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; (cC) SFG or such Selling Securityholder Seller promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies Seller or such Selling Securityholder any Stockholder during the Pre-Closing Period; and (dD) during the Pre-Closing Period, SFG Seller and its 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 reasonably 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. SFG or each Selling Securityholder (severally as The Company and the Controlling Shareholders shall use its Best Efforts to itself), as the case may be, shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal RequirementRequirement of Law, Order or Material Contract, or otherwise) by the Companies Company or such any of the Selling Securityholder Shareholders in connection with the execution and delivery of any of the Transactional Agreements Transaction Documents or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 2.29 of the Disclosure ScheduleSchedule 4.05) 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 RequirementRequirement of Law, Order or Material Contract, or otherwise) by the Companies Company or such any of the Selling Securityholder Shareholders in connection with the execution and delivery of any of the Transactional Agreements Documents or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 2.29 of the Disclosure ScheduleSchedule 4.05) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date; (c) SFG or such Selling Securityholder The Company promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies Company or such any Selling Securityholder Shareholders during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG the Company and its 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. SFG or each Selling Securityholder (severally as to itself), as the case may be, The Company shall ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder Company 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 2.29 5.5 of the Company Disclosure Schedule) is made or given as soon promptly as possible practicable after the date of this Agreement; (b) each Consent required to be obtained (pursuant to any applicable Legal Requirementlegal requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder Company 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 2.29 5.5 of the Company Disclosure Schedule) is obtained as soon promptly as possible practicable after the date of this Agreement and remains in full force and effect through the Closing Date; provided, however, that the Company shall have no obligations under this Section 7.4(b) relating to or in connection with the HSR Act, which obligations are set forth in Section 9.10; (c) SFG or such Selling Securityholder the Company promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder Company during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG the Company and its Representatives representatives cooperate with the Purchaser and with the Purchaser's Representativesrepresentatives, 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 or Merger Sub is required or elects to make, give or obtain.

Filings and Consents. SFG or each Parent, Subsidiary, the Selling Securityholder (severally as to itself), as Shareholders and the case may be, shall Principal HYP Shareholders will ensure that: (a) each filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, Contract or otherwise) by the Companies or such any of the Selling Securityholder Shareholders or Principal HYP Shareholders 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 2.29 2.28 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 Companies or such any of the Selling Securityholder Shareholders or Principal HYP Shareholders 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 2.29 2.28 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) SFG or such Selling Securityholder Subsidiary promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such any Selling Securityholder Shareholder or Principal HYP Shareholder during the Pre-Closing Period; and (d) during the Pre-Closing Period, SFG each of the Companies and its 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. SFG or each Selling Securityholder (severally as to itself), as the case may be, Seller shall ensure that: (a) as soon as possible after the date of this Agreement, Seller files with the appropriate Governmental Bodies the notification form required to be filed by Seller with respect to the Transactions, together with a request for early termination of the applicable waiting period; (b) after consultation with the Purchaser, Seller promptly makes any additional filing required to be made by Seller under th and promptly furnishes to the appropriate Governmental Bodies such additional information as may be requested under the (c) each other filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder Seller 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 2.29 2.28 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement; (bd) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by the Companies or such Selling Securityholder Seller 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 2.29 2.28 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; (ce) SFG or such Selling Securityholder Seller promptly delivers to the Purchaser a copy of each filing made, each notice given and each Consent obtained by the Companies or such Selling Securityholder Seller during the Pre-Closing Period; and (df) during the Pre-Closing Period, SFG Seller and its Representatives cooperate with the Purchaser and with the Purchaser's ’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.