Government Approvals; Consents. (a) Each party hereto shall, as promptly as possible after the date hereof, (i) make, or cause to be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all Permits from all Governmental Authorities that may be or become necessary for such party’s execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents (including without limitation, the transfer and assignment of Intellectual Property Assets). Each party shall cooperate fully with the other parties and their Affiliates in promptly seeking to obtain all such Permits. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any such Permits.
(b) The Sellers shall use reasonable best efforts to give all notices to, and obtain all Consents from, all third parties that are described in Section 4.03 of the Disclosure Schedules and Section 4.06(c) of the Disclosure Schedules. The Buyers shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 5.03 hereof.
(c) The Sellers, on one hand, and the Buyers, on the other hand, shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by the Sellers or the Buyers, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Authorities with respect to such transactions. The Sellers on one hand, and the Buyers on the other hand, shall permit each other reasonable opportunity to review in advance, and consider in good faith the views of each other in connection with, any proposed written communication to any Governmental Authorities or applicable third parties.
Government Approvals; Consents. Except as set forth on Schedule 5(h), the Company and the Parent are not required to obtain any order, consent, approval or authorization of, or make any declaration or filing with, any Governmental Authority or other Person in connection with (i) the negotiation, execution, delivery and performance of this Agreement or any of the other Transaction Documents, (ii) the offer, issuance, sale and delivery to the Purchaser of the Note, or (iii) the consummation of any other transaction contemplated by this Agreement or any of the Transaction Documents.
Government Approvals; Consents. All consents, approvals or ------------------------------ authorizations of any Governmental Entity which has jurisdiction over the parties or any other person required to be obtained in connection with the execution and delivery of this Agreement or the performance of the transactions contemplated hereby have been obtained.
Government Approvals; Consents. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 628 hereof, the Company is not required to obtain any order, consent, approval or authorization of, or make any declaration or filing with, any Governmental Authority or other Person in connection with (i) the negotiation, execution, delivery and performance of this Agreement or any of the other Transaction Documents, (ii) the offer, issuance, sale and delivery to the Purchaser of the Notes and the Warrants or (iii) the consummation of any other transaction contemplated by this Agreement or any of the Transaction Documents.
Government Approvals; Consents. Except as have been made or obtained or could not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 6(h), no Credit Party is required to obtain any order, consent, approval or authorization of, or make any declaration or filing with, any Governmental Authority or other Person in connection with (i) the negotiation, execution, delivery and performance of this Agreement or any of the other Investment Documents, (ii) the offer, issuance, sale and delivery to the Purchasers of the Notes and the Warrants, or (iii) the consummation of any other transaction contemplated by this Agreement or any of the Investment Documents.
Government Approvals; Consents. Except for any applicable filings under the HSR Act, (i) no consent from any governmental authority is required on the part of the Buyer for the execution, delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of any of the transactions contemplated by this Agreement and the other documents and instruments to be executed by the Buyer pursuant to this Agreement and (ii) no consent is required on the part of the Buyer for or in connection with the execution and delivery of this Agreement or any document or instrument contemplated by this Agreement or consummation of the transactions contemplated hereby.
Government Approvals; Consents. Subject to the terms and conditions of this Agreement and applicable Law, prior to the Closing each party shall, at its own expense, use its commercially reasonable efforts to take or cause to be taken all actions necessary, proper, or advisable, including all possible appeals, to obtain such party’s Governmental Approvals and all other necessary or appropriate filings, registrations, consents, approvals, certifications, determinations, authorizations, or waivers (including the transfer or re-issuance of Permits) required in order to consummate the transactions contemplated hereby and to take or cause to be taken all actions necessary to comply with the terms upon which any of the same are granted. The parties hereto acknowledge and agree that no filings with the Public Utilities Commission of Ohio have been made, nor are they required or intended to be made, nor are such filings a condition precedent to the Closing.
Government Approvals; Consents. Upon entry of the Final Financing Order, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by any Loan Party of any Loan Document to which it is a party that has not already been obtained.
Government Approvals; Consents. Subject to the terms and conditions of this Agreement and applicable Law, prior to the Closing each Party shall, at its own expense, use its commercially reasonable efforts to take or cause to be taken all actions necessary, proper, or advisable, and assist and cooperate with the other Party, to obtain all Governmental Approvals in the most expeditious manner practicable.
Government Approvals; Consents. No Consent of or with any Governmental Authority on the part of Parent or Seller is required to be obtained or made in connection with the execution, delivery or performance by both of Parent and Seller of this Agreement or the consummation by both of Parent and Seller of the transactions contemplated hereby, other than those Consents listed on Schedule 5.2(c), which sets forth a complete and accurate listing of all Consents from a Governmental Authority that if not obtained or given, would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or could prevent the Buyer from carrying on the Business in the ordinary course, and all of which either have been obtained as of the Execution Date or will be obtained prior to the Closing Date, including, without limitation, (i) such filings as may be required with the SEC, foreign and state securities laws administrators and The Nasdaq Stock Market, and (ii) such filings as may be required in any jurisdiction where the Parent or Seller or any of their subsidiaries is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization with respect to the Business.
