Filings and Notices; Approvals and Consents Sample Clauses

Filings and Notices; Approvals and Consents. Seller and Buyer shall, as promptly as practicable after the execution and delivery of this Agreement, cooperate to make and give all governmental filings and governmental and third party notices (and to provide requested information supplemental thereto) required to be made or given by Seller or Buyer, including, without limitation, those described in Sections 3.4 and 4.4, in order to consummate the transactions contemplated by the Transaction Documents. Any such filing or notice, and any supplemental information requested by the relevant Governmental Entity in connection therewith, shall be in substantial compliance with the requirements of such Governmental Entity. Seller and Buyer shall keep each other apprised of the status of the governmental approval process and of any communications with, and any inquiries or requests for additional information from, the relevant Governmental Entity, and shall comply promptly with any such inquiry or request. Seller and Buyer shall use their respective commercially reasonable best efforts to obtain promptly all such governmental approvals. Seller and Buyer agree to make such changes to the Transaction Documents as are required to obtain the approvals of Governmental Entities required in order to consummate the transactions contemplated by the Transaction Documents, provided that such changes constitute (i) requirements customarily imposed by Governmental Entities in transactions of the type contemplated by the Transaction Documents, (ii) requirements that do not impose terms that are materially inconsistent with any material term contained in the Transaction Documents that materially and adversely affects the economic value to Buyer of the transactions contemplated by the Transaction Documents or (iii) requirements that do not produce a Material Adverse Effect with respect to the Group Business. Seller and Buyer shall furnish to each other such necessary information and reasonable assistance as either party may request in connection with its preparation of any filing or submission to be made in accordance with this Section 7.1.
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Filings and Notices; Approvals and Consents. No consent, waiver, approval, authorization or order of, or registration, qualification or filing with, any court or other Governmental Entity is required for the execution, delivery and performance by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby, other than (i) the filing by
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Filings and Notices; Approvals and Consents. No consent, waiver, approval, authorization or order of, or registration, qualification or filing with, any court or other Governmental Entity is required for the execution, delivery and performance by Buyer or Unicare of the Transaction Documents and the consummation by Buyer of the transactions contemplated thereby, other than (i) the filing by Unicare of applications with, and the obtaining of approvals of Buyer's reinsurance of the Coinsured Policies by, the Department of Insurance of the State of Delaware, the Department of Insurance of the State of California and the other insurance regulators listed on Schedule 2.7, and the delivery of notices and consents, including pre-and post-acquisition competition filings, to certain other state insurance departments, and (ii) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended, and expiration of the waiting period thereunder. No consent or waiver of any party to any material contract to which Buyer or Unicare is a party is required for the execution, delivery and performance by Buyer or Unicare of the Transaction Documents or the conduct of the GBO Included Business following the Closing.
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Filings and Notices; Approvals and Consents. Except as set forth on Schedule 2.7, no consent, waiver, approval, authorization or order of, or registration, qualification or filing with, any court or other Governmental Entity is required for the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby. Except as otherwise disclosed or expressly provided for in this Agreement, no consent or waiver of any party to any Contract to which Seller is a party or by which it is bound is required for the execution, delivery and performance by Seller of the Transaction Documents.
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Filings and Notices; Approvals and Consents. (a) Seller and Buyer will, as promptly as practicable after the execution and delivery of this Agreement (or at or prior to the date otherwise agreed herein), cooperate to make and give all governmental filings and governmental and third party notices (and to provide requested information supplemental thereto) required to be made or given by Seller or Buyer, including those described in Sections 2.7 and 3.3 and on Schedule 11.5 in order to consummate the transactions contemplated by this Agreement. Any such filing, and any supplemental information requested by the relevant Governmental Entity in connection therewith, shall be in substantial compliance with the requirements of such Governmental Entity. Seller and Buyer will keep each other apprised of the status of the governmental approval process and of any communications with, and any inquiries or requests for additional information from, the relevant Governmental Entity, and will comply promptly with any such inquiry or request. Seller and Buyer will use their respective reasonable best efforts to promptly obtain all such governmental approvals and third party consents.
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Filings and Notices; Approvals and Consents. (a) Each party hereto shall, as promptly as practicable after the execution and delivery of this Agreement, make or give all governmental filings and governmental and third-party notices required to be made or given by each party, if any, in order for such party to consummate the transactions contemplated by this Agreement. Any such filing, and any supplemental information requested by the relevant Governmental Authority in connection therewith, shall be in substantial compliance with the requirements of such Governmental Authority. Each party hereto will keep each other party hereto apprised of the status of the governmental approval process and of any communications with, and any inquiries or requests for additional information from, the relevant governmental authority, and the Company will comply promptly with any such inquiry or request. The Company will use its reasonable best efforts to obtain all such Governmental Approvals and third-party consents.
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Related to Filings and Notices; Approvals and Consents

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Approvals and Consents All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Transaction Documents, the Note and the documents related thereto shall have been obtained or made.

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Consents, Approvals and Requests Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement.

  • Consents, Approvals and Filings The Company and Evergreen will make ------------------------------- and cause their respective subsidiaries and, to the extent necessary, their other affiliates to make all necessary filings, as soon as practicable, including, without limitation, those required under the HSR Act, the Securities Act, the Exchange Act, and the Communications Act (including filing an application with the FCC for the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, which the parties shall file as soon as practicable (and in any event not more than 30 days) after the date of this Agreement), in order to facilitate prompt consummation of the Merger and the other transactions contemplated by this Agreement. In addition, the Company and Evergreen will each use its best efforts, and will cooperate fully and in good faith with each other, (i) to comply as promptly as practicable with all governmental requirements applicable to the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, and (ii) to obtain as promptly as practicable all necessary permits, orders or other consents of Governmental Entities and consents of all third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement and the Viacom Transaction, including without limitation, the consent of the FCC to the transfer of control of the Company FCC Licenses and the Evergreen FCC Licenses, and the transfer of any FCC licenses in connection with the Viacom Transaction. Each of the Company and Evergreen shall use its best efforts to promptly provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request. Each of the parties shall provide to the other party copies of all applications in advance of filing or submission of such applications to Governmental Entities in connection with this Agreement and shall make such revisions thereto as reasonably requested by such other party. Each party shall provide to the other party the opportunity to participate in all meetings and material conversations with Governmental Entities.

  • Consents, Approvals and Filings, Etc Except as set forth on Schedule 6.10 hereof, no material authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental) is required in connection with (a) the execution, delivery and performance: (i) by any Credit Party of this Agreement and any of the other Loan Documents to which such Credit Party is a party or (ii) by the Credit Parties of the grant of Liens granted, conveyed or otherwise established (or to be granted, conveyed or otherwise established) by or under this Agreement or the other Loan Documents, as applicable, and (b) otherwise necessary to the operation of its business, except in each case for (x) such matters which have been previously obtained, and (y) such filings to be made concurrently herewith or promptly following the Effective Date as are required by the Collateral Documents to perfect Liens in favor of the Agent. All such material authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations which have previously been obtained or made, as the case may be, are in full force and effect and, to the best knowledge of the Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the parties to this Agreement to perform their obligations under it and to consummate the transactions contemplated hereby, (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to EPI, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, including under competition laws, shall have occurred.

  • 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 Approvals Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Proxy Statement, (C) all other documents necessary to obtain any other approvals, consents, waivers and authorizations required to effect the completion of the Merger and the other transactions contemplated by this Agreement, and (D) all other documents contemplated by this Agreement;

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

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