Governmental Reviews. Seller and Buyer shall each in a timely manner make (or cause its applicable Affiliate to make) (i) all required filings (if any), including filings required under the Xxxx-Xxxxx-Xxxxxx Act (if any), and prepare applications to and conduct negotiations with, each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transaction contemplated hereby and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations. Buyer shall bear the cost of all filing or application fees payable to any Governmental Authority with respect to the transaction contemplated by this Agreement, regardless of whether Buyer, Seller, or any Affiliate of any of them is required to make the payment.
Governmental Reviews. (a) Seller and Purchaser shall each in a timely manner make (or cause their applicable Affiliates to make) (i) all required filings, and prepare applications to, and conduct negotiations with, each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations. Purchaser shall bear the cost of all filing or application fees payable to any Governmental Authority with respect to the transactions contemplated by this Agreement, regardless of whether Purchaser, Seller, or any Affiliate of any of them is required to make the payment.
(b) Without limitation of Section 12.4, on or before the Closing Date, Purchaser shall post or obtain such Credit Support that is set forth on Schedule 4.18 as is required by the applicable Governmental Authority or Contract counterparty for Purchaser’s ownership of the Assets, and shall provide Seller with evidence of the same.
(c) Promptly after Closing, Purchaser (with the assistance of Seller, subject to Section 12.3) shall make all filings with any applicable Governmental Authority (including in each applicable county), as may be required to properly assign and transfer the Assets from Seller to Purchaser.
Governmental Reviews. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) the obtaining of all necessary actions or non-actions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and approvals from Governmental Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority, and (ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement. Except for any filing fees that may be imposed by law on Sellers, Sellers shall not be required to pay or reimburse Purchaser for any fees or other payments to any Governmental Authority in connection with any such actions, approvals, or consents.
(b) Subject to the terms and conditions herein provided and without limiting the foregoing, from the Execution Date until the Closing, with respect to requirements of the HSR Act, Purchaser and Sellers shall, and shall cause their respective Affiliates to:
(i) following approval of the other Parties, make or cause to be made any filing required under the HSR Act as promptly as reasonably practicable (and, in any event, within 10 Business Days of the Execution Date);
(ii) comply, as promptly as is reasonably practicable, with any requests received by such Party or any of its Affiliates under the HSR Act for such Party to take additional actions or for additional information, documents or other materials, provided, however, that Purchaser will not be required to sell or dispose of any of its assets or businesses in connection therewith;
(iii) cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with such other Party’s filings;
(iv) promptly inform the other Parties of any communication from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of such filings or any review or inves...
Governmental Reviews. A. Seller and Buyer shall in a timely manner (i) make all required filings, if any, with and prepare applications to and conduct negotiations with, each governmental body as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the Transaction contemplated hereby and (ii) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and use all commercially reasonable efforts to assist the other with respect to such filings, applications and negotiations.
B. Seller and Buyer hereby acknowledge and agree that no filing or other notice currently is or will be required under the HSR Act.
Governmental Reviews. In the event that, in connection with any investigation or review of the Vista Outdoor Group, any Governmental Entity shall request from LLC or any of its Affiliates any access, information or assistance, LLC and its Affiliates shall reasonably cooperate therewith at FCC’s expense. In the event that, in connection with any investigation or review of the Orbital ATK Group, any Governmental Entity shall request from FCC or any of its Affiliates any access, information or assistance, FCC and its Affiliates shall reasonably cooperate therewith at LLC’s expense.
Governmental Reviews. No investigation or review by any Governmental Authority with respect to COFI or any of its Subsidiary is pending or, to the knowledge of COFI, threatened, nor has any Governmental Authority indicated to COFI or any of its Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.
Governmental Reviews. No investigation or review by any Governmental Authority with respect to Xxxxxx or any Xxxxxx Subsidiary is pending or, to the knowledge of Xxxxxx, threatened, nor has any Governmental Authority indicated to Xxxxxx or any Xxxxxx Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.
Governmental Reviews. No investigation or review by any Governmental Authority with respect to Mutual First or any of its Subsidiary is pending or, to the knowledge of Mutual First, threatened, nor has any Governmental Authority indicated to Mutual First or any of its Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.
Governmental Reviews. Except as set forth on Schedule 4.01(o), no investigation or review by any Governmental Authority with respect to Bank, any Bank Subsidiary or any of their officers or directors is pending or, to the Knowledge of Bank, threatened, nor has any Governmental Authority indicated to Bank or any Bank Subsidiary an intention to conduct the same, other than normal or routine regulatory examinations.
Governmental Reviews. Except as set forth on Schedule 4.02(o), no investigation or review by any Governmental Authority with respect to Bingxxx, xxy Bingxxx Xxxsidiary or any of their officers or directors is pending or, to the Knowledge of Bingxxx, xxreatened, nor has any Governmental Authority indicated to Bingxxx xx any Bingxxx Xxxsidiary an intention to conduct the same, other than normal or routine regulatory examinations.
