Merger Control Proceedings Sample Clauses

Merger Control Proceedings. (a) Purchaser shall ensure subject to the cooperation of the Sellers that any filings necessary in connection with any merger control clearance referred to in Section 4.1 and any other filings with, or notifications to, any governmental authority required in connection with this Agreement will be made, or if initiated prior to the date of this Agreement, will be completed, without undue delay after the date hereof. Any filings made by Purchaser shall require the prior written consent of Sellers which shall not be unreasonably withheld or delayed. The Sellers will provide Purchaser with all necessary information and/or data that is required to submit a complete filing to the competent authorities without undue delay.
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Merger Control Proceedings. 6.1.1 The Purchasers shall ensure that any filings to be made with the Federal Cartel Office (Bundeskartellamt; "COMPETENT AUTHORITIES") will be made at the latest within 10 (in words: ten) Business Days after the Signing Date, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchasers also on behalf of the Seller, provided, however, that the contents of such filings shall require prior written approval of the Seller, which shall not unreasonably be withheld. Any filings with the Competent Authorities shall be provided to the Seller at least 3 (in words: three) Business Days prior to filing.
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Merger Control Proceedings a) The Purchaser shall be responsible for the merger control proceedings pursuant to this § 7(2) with the exception of merger control filings which the Seller is required to make in its capacity as seller.
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Merger Control Proceedings. (a) The Parties agree and shall ensure that the filing necessary in connection with the merger control clearance referred to in Section 3.2 (a) (i) will be made without undue delay after the date hereof. Unless otherwise agreed between the Parties, Purchaser shall (i) prepare and (to the extent legally permitted) make any filings, notifications and submissions under merger control laws with Seller joining (“sich der Anmeldung anschließen”), unless excluded under such merger control laws, and (ii) subject to the third sentence of this paragraph, be responsible for the conduct of the merger control proceedings. Any filing, submission or other action of any Party vis-à-vis any authority in connection with the merger control proceedings shall require the other Party’s prior written consent. The Parties shall inform each other of meetings, correspondence or other communications from or to the relevant authorities and enable each other or their counsel to take part in discussions or negotiations.
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Merger Control Proceedings. 11.1.1 Subject to proper cooperation of the Sellers, the Purchaser shall ensure that any filings to be made with the European Commission and/or the relevant national competition authorities or other governmental authorities, as determined jointly by the Parties as soon as reasonably possible after the Signing Date, to the extent they have not already been made prior to the Signing Date, will be made within ten Business Days after such determination, unless the applicable laws and regulations require an earlier filing. Such filings shall be made by the Purchaser on behalf of all Parties, provided, however, that the contents of such filings shall require prior written approval of the Sellers, which shall not unreasonably be withheld or delayed. The Sellers and the Purchaser shall closely cooperate in the preparation of such filings. Each Party shall without undue delay provide all other Parties with copies of any correspondence with the merger control or other governmental authorities and with copies of any written statement, order or decision of such authorities. All Parties shall closely cooperate in any discussions and negotiations with the competent authorities with the objective to obtain clearance for the transaction contemplated by this Agreement in the shortest time period reasonably possible. The Purchaser may abandon (zurücknehmen) filings made with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers. The Purchaser undertakes to use its best efforts that the Closing Conditions set out under Section 5.2 are fulfilled (i) as soon as reasonably practicable after the Signing Date and (ii) in any event by 90 calendar days after the Signing Date. The Purchaser shall, upon Sellers’ request, offer to accept, consent to and comply with any obligations and conditions (Auflagen und Bedingungen) and other agreements required by any competent merger control authority as a condition to the clearance of the transactions contemplated hereby to the extent that they are not economically unacceptable (wirtschaftlich unzumutbar) to the Purchaser.
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Related to Merger Control Proceedings

  • Actions; Suits; Proceedings (a) There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a Material Adverse Effect.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Legal Proceedings; Contracts Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or might materially affect the properties or assets thereof; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations which have not been so filed.

  • Legal Proceedings; Orders (a) Except as set forth in Part 3.15 of the Disclosure Letter, there is no pending Proceeding:

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Bankruptcy Proceedings The commencement of any proceedings by or against Guarantor under any applicable bankruptcy, reorganization, liquidation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, trustee or other similar official is sought to be appointed for it;

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