Government Filings. Within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings by Borrower or any of its Subsidiaries with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the business of Borrower or any of its Subsidiaries;
Government Filings. No Governmental Filings are required in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby, except such Governmental Filings, the failure of such Governmental Filings to be made or obtained would not materially impair or delay Purchaser's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.
Government Filings. Each Party shall file all reports, applications and other documents required to be filed with the appropriate bank regulators between the date hereof and the Effective Time of the Merger and shall make available to the other Party copies of all such reports promptly after the same are filed.
Government Filings. (a) The Company shall use commercially reasonable efforts to promptly file and shall cause the Company Subsidiaries to promptly file all reports required to be filed by any of them with any Governmental Entities between the date of this Agreement and the Effective Time and shall (to the extent permitted by Law or regulation or any applicable confidentiality agreement) deliver to IHK copies of all such reports promptly after the same are filed.
(b) IHK shall use commercially reasonable efforts to promptly file and shall cause each IHK Subsidiary to promptly file all reports required to be filed by any of them with any Governmental Entities between the date of this Agreement and the Effective Time and shall (to the extent permitted by Law or regulation or any applicable confidentiality agreement) deliver to the Company copies of all such reports promptly after the same are filed.
(c) Subject to applicable Laws, IHK shall have the right to review in advance, and to the extent practicable to consult with the Company, with respect to all the information relating to IHK or any IHK Subsidiary or the Merger which appears in any Company or Company Subsidiary filings made with, or written materials submitted to, any Governmental Entity.
(d) Subject to applicable Laws, the Company shall have the right to review in advance, and to the extent practicable to consult with IHK, with respect to all the information relating to the Company or any Company Subsidiary or the Merger which appears in any IHK or IHK Subsidiary filings made with, or written materials submitted to, any Governmental Entity.
(e) In exercising the rights provided by Sections 5.03(c) and 5.03(d), each of the parties hereto agrees to act reasonably and as promptly as practicable.
Government Filings. Parent has made available to the Company a true and complete copy of each report, schedule and definitive proxy statement filed by Parent with the SEC pursuant to the Exchange Act and the Rules and Regulations promulgated thereunder since December 31, 1994 and prior to the date of this Agreement other than reports on Form 11-K relating to employee benefit plans, which are all the documents (other than preliminary material) that Parent was required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP the consolidated financial position of Parent and its consolidated subsidiaries as of the dates therein and the consolidated results of their operations and cash flows for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal recurring adjustments none of which are material). Section 3.2(e) of the Disclosure Memorandum lists with respect to the Parent Common Stock for the period since December 31, 1996 and prior to the date of this Agreement each: (i) Schedule 13D filed with the SEC and (ii) application for change in control filed under the insurance holding company laws of any state or other jurisdiction.
Government Filings. No authorization or approval or other action by, and no notice to or filing with, any governmental body or regulatory body on its part is required for the due execution, delivery or performance by it of this Agreement.
Government Filings. After the Closing, as appropriate, the Parties shall in a timely manner (a) make required filings with each governmental agency to which such filings are necessary or appropriate for the consummation of the transactions contemplated hereby, and (b) provide such information as each may reasonably request to make such filings. The Parties shall cooperate with and assist each other in pursuing such filings. Each Party shall be responsible for and shall make any governmental filings occasioned by the ownership or organization of such Party.
Government Filings. Levy Acquisition Co. shall cooperate with the Company in determining whether any filings are required to be made with, or consents required to be obtained from, any third party or Governmental Entity prior to the Effective Time in connection with this Agreement or the transactions contemplated hereby, and shall cooperate in making any such filings promptly and in seeking to obtain timely any such consents. The Levy Acquisition Co. shall promptly provide the Company with copies of all other filings made by the Levy Acquisition Co. with any state or Federal Governmental Entity in connection with this Agreement, the Merger or the other transactions contemplated hereby.
Government Filings. 8.12.1 Within three (3) business days after the Effective Date, Buyer will, and Seller will, or will cause the ultimate parent entity of Seller to, make such filings, together with a request for early termination, as may be required by the HSR Act with respect to the consummation of the transactions contemplated by this Agreement. Thereafter, Buyer will, and Seller will, or will cause the ultimate parent entity of Seller to, each file or cause to be filed as promptly as practicable with the FTC and the DOJ any supplemental information that may be requested pursuant to the HSR Act. All such filings will comply in all material respects with the requirements of the HSR Act.
8.12.2 Within three (3) business days following the Closing Date, Seller shall notify the Health Care Financing Administration of the transfer of the ownership of the products to Buyer.
Government Filings. 47 ARTICLE VI ADDITIONAL AGREEMENTS
