Governmental Approvals, etc. (a) If applicable, each of Buyer and Seller shall as promptly as practicable, but in no event later than 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a notification and report form under the HSR Act for the transactions contemplated hereby and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Buyer and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to the transactions contemplated hereby and pursuant to which any Consent of any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller shall each use commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent of any Governmental Authority necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. (b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable efforts to cause the Closing to occur as promptly as practicable, including (i) as contemplated by Section 5.3(a) or 5.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of any Order, stay or other legal restraint or prohibition by any Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person. (c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case of
Appears in 1 contract
Governmental Approvals, etc. (a) If applicable, each Each of Buyer Purchaser and Seller shall as promptly as practicable, but in no event later than 10 business days six (6) Business Days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Buyer Purchaser and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any Consent of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Buyer Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Buyer Purchaser and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller shall each use commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent of any Governmental Authority necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable its best efforts to cause the Closing to occur as promptly as practicable, including without limitation, (i) as contemplated by Section 5.3(a) or 5.4in the case of Purchaser, (ii) vigorously defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby on antitrust grounds, including seeking to prevent the entry have vacated or imposition of reversed any Orderpreliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any court or other Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwiseii) to any third Person.
(c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case ofof Seller, assisting Purchaser and cooperating fully with Purchaser in defending any lawsuits, actions or proceedings of the nature described in clause (i) above, including, but not limited to, providing information within Seller's possession and making Seller's personnel available to Purchaser's counsel in a timely manner as necessary, instructing Seller's counsel to vigorously defend depositions of Seller's personnel and to work closely with Purchaser's counsel to develop common litigation strategies and (iii) in the case of each party, (A) vigorously defending against any other lawsuits, actions or proceedings naming it as a defendant that would cause the condition set forth in Section 6.1(d) not to be satisfied and (B) assisting and cooperating fully with the other party in defending any lawsuits, actions or proceedings of the nature described in clause (A) above.
Appears in 1 contract
Samples: Asset Purchase Agreement (North Atlantic Trading Co Inc)
Governmental Approvals, etc. (a) If applicable, each Each of Buyer Purchaser and Seller CBS shall as promptly as practicable, (i) but in no event later than 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR ActAct and (ii) but in no event later than 20 business days following the execution and delivery of this Agreement file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment for the transactions contemplated hereby. Each of Buyer Purchaser and Seller CBS shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any Consent of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Buyer Purchaser and Seller CBS shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Buyer Purchaser and Seller CBS shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer Purchaser and Seller CBS shall each use commercially reasonable their best efforts and take all necessary action to obtain any clearance under the HSR Act Act, the Exon-Xxxxxx Amendment or any other Consent consent, approval, order or authorization of any Governmental Authority Authority, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable its best efforts to cause the Closing to occur as promptly as practicable, including (i) as contemplated by Section 5.3(a) or 5.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of any Orderpreliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any court or other Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Orderinjunction, order, stay or other restraint or prohibition that is not yet final and nonappealable; , provided, however, that neither Seller, none of Sellers nor any of its Affiliates, -------- ------- Purchaser nor their Affiliates shall be required to make any material monetary expenditure or asset divestitureexpenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person.
(c) Buyer Purchaser shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits permits, licenses, franchises, approvals, consents and Consents authorizations by or of Governmental Authorities required by Law or contract Contract for Buyer Purchaser to conduct the Business following the Closing and to own the Purchased Acquired Assets (each, a "Buyer Purchaser Permit"), and Seller CBS shall, and shall cause ---------------- the other Sellers and the Sold Subsidiaries to, cooperate with Buyer Purchaser in connection therewith. Notwithstanding the foregoing, neither Seller CBS nor Buyer Purchaser shall be required to expend any material sum or agree to a material concession to any Governmental Govern mental Authority to obtain, or, in the case ofof CBS, to assist Purchaser to obtain, as the case may be, any such Purchaser Permit. Purchaser acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of "Top Secret," which may require, in addition to any Purchaser Permits required under applicable Law to conduct the Business at such facilities, the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, CBS shall not be required to provide access to such facilities or any such related documents, records or information to any representative or employee of Purchaser unless such individual presents evidence reasonably satisfactory to CBS of such individual's security clearance meeting the security clearance level prescribed for such access.
Appears in 1 contract
Governmental Approvals, etc. (a) If applicable, each Each of Buyer Purchaser and ---------------------------- Seller shall as promptly as practicable, but in no event later than 10 five business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, and any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Buyer Purchaser and Seller shall as promptly as practicable comply with any other Laws laws of any country and the European Union which are applicable to any of the transactions contemplated hereby and pursuant to which any Consent of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority Entity or any other Person in connection with such transactions is necessary. Each of Buyer Purchaser and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Lawslaws. Buyer Purchaser and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental AuthorityEntity, and shall comply promptly with any such inquiry or request. Buyer and Seller Purchaser shall each use commercially reasonable its best efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent consent, approval, order or authorization of any Governmental Authority Entity, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority Entity with respect to the transactions contemplated hereby, including by executing agreements and submitting to judicial or administrative orders to hold separate and divest any business or assets of the Division or of Purchaser or any of its subsidiaries.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable its best efforts to cause the Closing to occur as promptly as practicableoccur, including (i) as contemplated by Section 5.3(a4.3(a) or 5.44.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of have any Orderpreliminary injunction, temporary restraining order, stay or other legal restraint or prohibition entered or imposed by any Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay court or other restraint or prohibition Governmental Entity that is not yet final and nonappealablenonappealable vacated or reversed; provided, however, that neither Seller, nor any none of its Affiliates, Sellers or their affiliates shall be -------- ------- required to make any material monetary expenditure or asset divestitureexpenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person.
(c) Buyer . Without limiting the foregoing, each party shall use its commercially reasonable best efforts (subject to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer the proviso in the immediately preceding sentence) to conduct the Business following cause the Closing and to own the Purchased Assets (eachoccur by March 1, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case of1996.
Appears in 1 contract
Governmental Approvals, etc. (a) If applicable, each of Buyer and Seller shall as promptly as practicable, but in no event later than 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a notification and report form under the HSR Act for the transactions contemplated hereby and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act. Each of Buyer and Seller shall as promptly as practicable comply with any other Laws of any country which are applicable to the transactions contemplated hereby and pursuant to which any Consent of any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Buyer and Seller shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Buyer and Seller shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller shall each use commercially reasonable efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent of any Governmental Authority necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable efforts to cause the Closing to occur as promptly as practicable, including (i) as contemplated by Section 5.3(a) or 5.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of any Order, stay or other legal restraint or prohibition by any Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person.
(c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case ofof Seller, to assist Buyer to obtain, as the case may be, any such Buyer Permit. Buyer acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of "Top Secret," which may require, in addition to any Buyer Permits required under applicable Law to conduct the Business at such facilities, the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide access to such facilities or any such related documents, records or information to any representative or employee of Buyer unless such individual presents evidence reasonably satisfactory to Seller of such individual's security clearance meeting the security clearance level prescribed for such access.
Appears in 1 contract
Samples: Asset Purchase Agreement (Washington Group International Inc)
Governmental Approvals, etc. (a) If applicable, each Each of Buyer Purchaser and Seller CBS shall as promptly as practicable, (i) but in no event later than 10 business days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR Act, (ii) but in no event later than 20 business days following the execution and delivery of this Agreement, (A) file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon-Xxxxxx Amendment for the transactions contemplated hereby and (B) file with the NRC or applicable Agreement States such applications for licenses or license transfers as necessary for the transactions contemplated hereby. Each of Buyer Purchaser and Seller CBS shall as promptly as practicable comply with any other Laws of any country which are applicable to any of the transactions contemplated hereby and pursuant to which any Consent of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions trans actions is necessary. Each of Buyer Purchaser and Seller CBS shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act or any other such Laws. Buyer Purchaser and Seller CBS shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer Purchaser and Seller CBS shall each use commercially reasonable their best efforts and take all necessary action to obtain any clearance under the HSR Act Act, the Exon-Xxxxxx Amendment or any other Consent consent, approval, order or authorization of any Governmental Authority Authority, necessary in connection with the transactions contemplated hereby or to resolve any objections which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable its best efforts to cause the Closing to occur as promptly as practicable, including (i) as contemplated by Section 5.3(a) or 5.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of any Orderpreliminary injunction, temporary restraining order, stay or other legal restraint or prohibition by any court or other Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Orderinjunction, order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, none of Sellers nor any of its Affiliates, -------- ------- Purchaser nor their Affiliates shall be required to make any material monetary expenditure or asset divestitureexpenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person.
(c) Buyer Purchaser shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits permits, licenses, franchises, approvals, consents and Consents authorizations by or of Governmental Authorities required by Law or contract Contract for Buyer Purchaser to conduct the Business following the Closing and to own the Purchased Acquired Assets (each, a "Buyer Purchaser Permit"), and Seller CBS shall, and shall cause ---------------- the other Sellers and the Sold Subsidiaries to, cooperate with Buyer Purchaser in connection therewith. Notwithstanding the foregoing, neither Seller CBS nor Buyer Purchaser shall be required to expend any material sum or agree to a material concession to any Governmental Govern mental Authority to obtain, or, in the case ofof CBS, to assist Purchaser to obtain, as the case may be, any such Purchaser Permit. Purchaser acknowledges that certain facilities owned or serviced by the Business and certain related documents, records and information are classified for United States government security purposes as high as the level of "Top Secret," which may require, in addition to any Purchaser Permits required under applicable Law to conduct the Business at such facilities, the employment of individuals holding United States government security clearances as high as the level of "Top Secret." Notwithstanding anything to the contrary in this Agreement, CBS shall not be required to provide access to such facilities or any such related documents, records or information to any representative or employee of Purchaser unless such individual presents evidence reasonably satisfactory to CBS of such individual's security clearance meeting the security clearance level prescribed for such access.
Appears in 1 contract
Governmental Approvals, etc. (a) If applicable, each Each of Buyer Purchaser and Seller WEC shall as promptly as practicable, practicable (i) but in no event later than 10 business ten (10) days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission and the United States Department of Justice a Justice, the notification and report form under the HSR Act required for the transactions contemplated hereby and, thereafter, any supplemental information requested in connection therewith pursuant to the HSR ActAct and (ii) but in no event later than thirty (30) days following the execution and delivery of this Agreement, file with the Committee on Foreign Investment in the United States the voluntary notification under the Exon- Florxx Xxxndment for the transactions contemplated hereby. Each of Buyer Purchaser and Seller WEC shall as promptly as practicable comply with any other Laws of any country and the European Union which are applicable to any of the transactions contemplated hereby and pursuant to which any Consent of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person in connection with such transactions is necessary. Each of Buyer Purchaser and Seller WEC shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing, registration or declaration which is necessary under the HSR Act Act, the Exon-Florxx Xxxndment or any other such Laws. Buyer Purchaser and Seller WEC shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, and shall comply promptly with any such inquiry or request. Buyer and Seller Purchaser shall each use commercially reasonable its best efforts and take all necessary action to obtain any clearance under the HSR Act or any other Consent consent, approval, order or authorization of any Governmental Authority under United States or foreign antitrust or competition laws, necessary in connection with the transactions contemplated hereby or to resolve any objections 50 59 which may be asserted by any Governmental Authority with respect to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Agreement, each party shall use commercially reasonable efforts to cause the Closing to occur as promptly as practicable, including (i) as contemplated by Section 5.3(a) or 5.4, (ii) defending against any lawsuits, actions or proceedings, judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to prevent the entry or imposition of any Order, stay or other legal restraint or prohibition by any Governmental Authority and to appeal and seek to have vacated or reversed as promptly as possible any such Order, stay or other restraint or prohibition that is not yet final and nonappealable; provided, however, that neither Seller, nor any of its Affiliates, shall be required to make any material monetary expenditure or asset divestiture, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any third Person.
(c) Buyer shall use its commercially reasonable efforts to obtain as promptly as practicable all Permits and Consents of Governmental Authorities required by Law or contract for Buyer to conduct the Business following the Closing and to own the Purchased Assets (each, a "Buyer Permit"), and Seller shall cooperate with Buyer in connection therewith. Notwithstanding the foregoing, neither Seller nor Buyer shall be required to expend any material sum or agree to a material concession to any Governmental Authority to obtain, or, in the case of
Appears in 1 contract
Samples: Asset Purchase Agreement (CBS Corp)
