Filings; Consents Sample Clauses

Filings; Consents. (a) Each of the parties will use its commercially reasonable efforts to obtain as promptly as practicable all Consents of any Governmental Entity or, upon the Parent’s reasonable request, any other person, required in connection with, and waivers of any breaches or violations of any material contracts, permits, licenses, or other agreements that may be caused by, the consummation of the transactions contemplated by the Offer and this Agreement; provided, however, that the Company (i) need not use any effort to obtain the Consent of the Company’s lenders pursuant to the agreements set forth in the SEC Reports and (ii) need not expend funds to obtain Consents from persons other than Governmental Entities unless Parent has agreed to reimburse the Company therefor. For the avoidance of doubt, the parties hereto hereby agree that Parent may engage in discussions with any franchisors regarding any Consents or waivers that may be necessary or desirable to obtain from such franchisors in connection with the transactions contemplated by the Offer and this Agreement. (b) Without limiting the generality of Section 6.04(a), subject to the terms and conditions in this Agreement, the Company and Parent shall (i) promptly make their respective filings and thereafter make any other required submissions under the HSR Act, and (ii) use reasonable efforts to cooperate with one another in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, or approvals are required to be obtained from, the United States government or any agencies, departments, or instrumentalities thereof, or other governmental or regulatory bodies or authorities of federal, state, local, and foreign jurisdictions in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, (B) timely making all such filings and timely seeking all such consents, permits, authorizations, or approvals, and (C) taking or undertaking all such further action as may be necessary to resolve such objections, if any, as the Federal Trade Commission, the Antitrust Division of the Department of Justice, state antitrust enforcement authorities, or competition authorities of any other jurisdiction or any other person may assert under relevant antitrust or competition laws with respect to the transactions contemplated by this Agreement. (c) Without limiting the generality of the undertakings pursuant to Section 6....
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Filings; Consents. Attached hereto as Exhibit C are copies of all UCC financing statements required to be made in each relevant jurisdiction. Such financing statements are all of the filings that are necessary to perfect a Security Interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by the filing of a UCC-1.
Filings; Consents. (a) Without limiting the generality of Section 5.04, upon the terms and subject to the conditions of this Agreement (including subject to the limitations set forth in Section 5.05(d)) and in accordance with applicable Law, each of the Seller and the Investor shall, and shall cause its Affiliates to, use reasonable best efforts to as promptly as practicable (i) obtain any consents, approvals or other authorizations, and make any filings and notifications, required in connection with the Transactions, except as set forth on Section 5.05(a) of the Company Disclosure Letter delivered in connection with the LP Investment Agreement, and (ii) make any other submissions either required or reasonably deemed appropriate by the Company or the Investor in connection with the Transactions under the Securities Act, the Exchange Act, Foreign Antitrust Laws, the rules and regulations of the NYSE and any other applicable Law. The Seller and the Investor shall, and shall cause their respective Affiliates to, cooperate and consult with each other in connection with the making of all such filings and notifications, including by providing copies of all relevant documents (except to the extent containing confidential information of such Person) to the non-filing party and its Representatives before filing (subject to the limitations set forth in Section 5.05(d)). (b) Without limiting the generality of Section 5.04 and Section 5.05(a), the Seller and the Investor shall as promptly as practicable file with the appropriate Governmental Entity any notifications required under the Foreign Antitrust Laws in connection with the Transactions. The Seller and Investor shall use their respective reasonable best efforts to provide as promptly as practicable any supplemental information requested by any such Governmental Entity pursuant to such Foreign Antitrust Laws. Each of the Seller and the Investor shall, and shall cause its Affiliates to, furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing that is necessary under any Foreign Antitrust Laws. The Seller shall be responsible for 100% of the filing fee payable under any Foreign Antitrust Laws. (c) Each of the Seller and the Investor shall, and shall cause its Affiliates to, keep the other party apprised of the status of any communications by such party or any of its Affiliates with, and any inquiries or requests for additional infor...
Filings; Consents. (a) Attached hereto as Exhibit C are true, complete and correct copies of UCC lien search reports from the offices where any filings or recordings against any Grantor with respect to any property of such Grantor of the type included in the Collateral have been made, including a true copy of each financing statement, assignment or other filing or recording identified in such UCC lien search reports. (b) Exhibit D sets forth true, complete and correct copies of all UCC financing statements or other appropriate filings, recordings or registrations containing an accurate description of the Collateral that have been delivered to the Security Agent for filing in each governmental, municipal or other office specified in Schedule 3.3. Such filings, recordings and registrations are all of the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected first priority Security Interest in favor of the Security Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States, subject to Permitted Collateral Encumbrances. No further or subsequent filing, recording or registration is necessary in any such jurisdiction, except with respect to filing of continuation statements and, with respect to any changes to a Grantor’s organizational structure or to any Grantor’s organizational documents permitted by the Credit Agreement, as required pursuant thereto in order for the Security Agent to continue to have at all times following each such change a legal, valid and perfected first priority Security Interest in all the Collateral, subject to Permitted Collateral Encumbrances. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the Security Interests purported to be created in favor of the Security Agent hereunder or (ii) the exercise by the Security Agent of any rights or remedies in respect of the Collateral, including voting rights (whether specifically granted or created hereunder or created or provided for by applicable law), except for the filings contemplated by clause (b) above. (d) All filing or recording fees and taxes payable in connection with the filings and recordings described in clause (b) above have been or promp...
Filings; Consents. All material registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers required to be made, filed, given or obtained with, to or from the Persons identified on Schedule 2.6(c) in connection with the consummation of the transactions contemplated by this Agreement shall have been made, filed, given or obtained.
Filings; Consents. All registrations, filings, applications, notices, consents, approvals, orders, qualifications, waivers, estoppel certificates and non-disturbance agreements listed in Schedule 7.3 shall have been filed, made or obtained, as applicable.
Filings; Consents. All registrations, filings, applications, notices, consents, releases, approvals, orders, qualifications and waivers required in connection with the consummation of the transactions contemplated hereby, including the approval of the Company's shareholders contemplated by Section 7.2, shall have been filed, made, obtained or received.
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Filings; Consents. Each party hereto agrees to cooperate with each other in good faith and to use its reasonable best efforts in making all required governmental filings and obtaining at the earliest practicable date all necessary approvals and consents from governmental entities and third parties.
Filings; Consents. All registrations, filings, applications, notices, consents, approvals, licenses, permits, orders, qualifications, waivers and other authorizations as listed on Schedule 10.6 shall have been filed, made or obtained by Seller to Buyer’s reasonable satisfaction. All Overseas Investment Approvals, as listed on Schedule 9.6, shall have been obtained by Parent or Buyer, as the case may be.
Filings; Consents. Each of the parties hereto shall, as promptly as practicable, (i) file or supply, or cause to be filed or supplied, all applications, notifications and information, including but not limited to filings pursuant to the HSR Act, required to be filed or supplied by or on behalf of it, him or her or any of its, his or her Affiliates pursuant to Applicable Law and (ii) use its, his or her commercially reasonable efforts to obtain, or cause to be obtained, all other Consents that may be required to be obtained or made by it, in each case in connection with this Agreement, the Transactions, the Registration Statement or the consummation of the other transactions contemplated hereby.
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