HSR Act and Other Filings Sample Clauses

HSR Act and Other Filings. (a) The Purchasers and the Sellers shall (i) within 15 days after the date hereof, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (ii) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (iii) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (iv) seek the earliest possible termination or waiver of the waiting period under the HSR Act. (b) Each of the Sellers and the Purchasers shall use commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Antitrust Law. If any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, the Sellers and the Purchasers shall cooperate to contest and resist any such Action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the transactions contemplated by this Agreement, including by pursuing all commercially reasonable avenues of administrative and judicial appeal; provided, however, that nothing in this Section 7.5 requires the Purchasers or the Sellers to offer or agree to enter into any Contracts or Other Agreements, including agreements to sell, license or otherwise dispose of, restrict or hold separate or otherwise divest, all or any part of (i) any asset or business, or any asset or business of Subsidiaries or Affiliates, or (ii) any asset or business of the Companies, or otherwise limit, in any respect, the conduct of the present or future business of either the Purchasers, the Sellers, the Companies or their respective Affiliates, as the case may be. (c) Each of the Sellers and the Purchasers shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated hereby. (d) The Purchasers shall be responsible for the fee associated with the filing under the HSR Act.
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HSR Act and Other Filings. As promptly as practicable after the execution of this Agreement, each party shall, in connection with the others, make or cause to be made any filing or filings required to be made in connection with the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission and the Antitrust Division of the Department of Justice (and shall request the early termination of any applicable waiting periods in connection therewith), and, as promptly as practicable from time to time thereafter, each party shall make or cause to be made all such further filings and submissions, and take or cause to be taken such further action, as may reasonably be required in connection therewith. Each party agrees promptly to provide the other party or parties with copies of all final consent, approval, termination or confirmation letters provided to such party pursuant to filings made under this section.
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HSR Act and Other Filings. (a) Purchasers and Sellers shall (a) as promptly as practicable after the date hereof, with each of Purchasers and Sellers using their commercially reasonable efforts to make a prompt filing, make such filings as may be required by the HSR Act with respect to the transactions contemplated hereby, (b) respond promptly to inquiries from the Department of Justice and the Federal Trade Commission in connection with such filings, (c) file or cause to be filed as promptly as practicable with the Department of Justice and Federal Trade Commission any supplemental information that may be requested pursuant to the HSR Act, and (d) seek the earliest possible termination or waiver of the waiting period under such statute. Purchasers and Sellers shall as promptly as practicable after the date hereof, with each of Purchasers and Sellers using their commercially reasonable efforts to make prompt filings, also file or cause the filing of all notices, applications, and requests described EXHIBITS 3.3 or 4. (b) Each of Purchasers and Sellers shall promptly inform each other of any material communication made to, or received by such party from, the Federal Trade Commission, the Antitrust Division of the Department of Justice or any other governmental agency or authority. (c) Each of Purchasers and Sellers shall have the right to review and approve in advance all descriptions of it and its Affiliates which appear in any filing made in connection with the transactions contemplated by this Agreement with any governmental authority. In exercising the foregoing right, the parties hereto shall act reasonably and as promptly as possible.
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HSR Act and Other Filings. The Company, Buyer, and Majority Holder shall, as soon as practicable after the date hereof, and at their own respective expense, file in connection with the transactions contemplated by this Agreement any reports or notifications that may be required to be filed by them (if any) under the HSR Act with each of the Department of Justice and the Federal Trade Commission and shall cooperate with each other with respect to such filing. The Company, Buyer, and Majority Holder further agree that they each shall, at their own expense, utilize commercially reasonable efforts to respond to any and all requests for additional information, or other formal or informal requests for information, witnesses or documents that may be made by the Department of Justice or the Federal Trade Commission and shall cooperate in attempting to secure early termination of any applicable waiting period. The Company, Buyer, and Majority Holder shall make or cause to be made all such other filings and submissions with any Governmental Authority under laws and regulations applicable to the Company, Buyer, and Majority Holder, if any, as may be required of the Company, Buyer, and Majority Holder for the consummation of the transactions contemplated by this Agreement. The Company, Buyer, and Majority Holder shall coordinate and cooperate with one another and shall each furnish to the other all such information in their possession and provide such reasonable assistance as may be required for the completion of the reports or notifications to be filed by such other parties under this Section 7.05 or under any other provision of this Agreement. Each of the parties further agrees to keep the other party fully apprised of its actions with respect to any and all filings referred to in this Section 7.05 or in any other provision of this Agreement.
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HSR Act and Other Filings. Promptly after the date of this Agreement, the parties shall cooperate with one another in connection with filing all required notifications with the United States Federal Trade Commission and the Department of Justice under the HSR Act, and shall thereafter, as and to the extent requested by either or both of such Governmental Entities, timely provide such additional information as may be requested in order to obtain, as promptly as reasonably possible, the required consents of such Governmental Agencies under the HSR Act or obtain early termination of the applicable waiting period.
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HSR Act and Other Filings. Section 6.10.
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Related to HSR Act and Other Filings

  • SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

  • Returns and Other Elections The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. All elections permitted to be made by the Company under federal or state laws shall be made by the Managers with the consent of the Member(s).

  • SEC Documents and Other Reports The Corporation has filed all required SEC Documents since January 1, 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the applicable law, and, at the respective times they were filed, none of the SEC Documents 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 (including, in each case, any notes thereto) of the Corporation included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit 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.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Regulatory and Other Approvals (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • SEC and Other Filings; Reports to Shareholders Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be.

  • Tax Returns and Other Reports The Administrative Trustees shall prepare (or cause to be prepared) at the principal office of the Trust in the United States, as defined for purposes of Treasury regulations section 301.7701-7, at the Depositor’s expense, and file, all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. The Administrative Trustees shall prepare at the principal office of the Trust in the United States, as defined for purposes of Treasury regulations section 301.7701-7, and furnish (or cause to be prepared and furnished), by January 31 in each taxable year of the Trust to each Holder all Internal Revenue Service forms and returns required to be provided by the Trust. The Administrative Trustees shall provide the Depositor, Taberna Capital Management, LLC and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Tender Offer Documents, Proxy Materials and Other Information The Company shall provide to the Representative or its counsel (if so instructed by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its XXXXX system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.

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