Mutual Cooperation; No Inconsistent Action Sample Clauses
The "Mutual Cooperation; No Inconsistent Action" clause requires both parties to actively work together and avoid taking steps that would undermine the agreement. In practice, this means each party must provide reasonable assistance, share necessary information, and refrain from actions that would conflict with or hinder the other party’s rights or obligations under the contract. The core function of this clause is to foster collaboration and prevent either party from acting in a way that could jeopardize the successful performance of the agreement.
Mutual Cooperation; No Inconsistent Action. (a) Subject to the terms and conditions of this Agreement, Seller and the Company, on the one hand, and the Buying Parties, on the other hand, shall cooperate with each other and use their respective commercially reasonable efforts to promptly (i) take or cause to be taken all actions, and do or cause to be done all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the Transactions as soon as practicable, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required filings under applicable Antitrust Laws) and (ii) subject to this Section 7.2, obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary to consummate the Transactions. The Company shall in good faith consult with Buyer regarding the material terms and progress of any negotiation or renegotiation of any collective bargaining agreement or other union contract. Subject to applicable Laws relating to the exchange of information and in addition to Section 7.2(c), the Parties shall have the right to review in advance, and to the extent practicable each will consult the other regarding, all the information relating to the Party, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions.
(b) In furtherance and not in limitation of the foregoing, each Party agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten (10) Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other applicable Antitrust Laws and use its best efforts to take, or cause to be taken, all other actions consistent with, and subject to, this Section 7.2 necessary to cause the expiration or termination of the applicable mandatory waiting periods under the HSR Act as soon as practicable, including requesting early termination of the waiting period under the HSR Act.
(c) Each Party shall use commercially reasonable efforts to (i) cooperate in all respects with each other in connect...
Mutual Cooperation; No Inconsistent Action. (a) Subject to the terms and conditions hereof, BFC and Buyer agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including all of the following (i) obtain prior to Closing all licenses, certificates, permits, approvals, authorizations, qualifications and orders of governmental authorities as are necessary for the consummation of the transactions contemplated hereby, including but not limited to such consents and approvals as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "▇▇▇▇-▇▇▇▇▇ Act"), as set forth below and any -------------- similar foreign legislation; (ii) effect all necessary registrations and filings; and (iii) satisfy the conditions to Closing. BFC and Buyer shall cooperate fully with each other to the extent reasonable in connection with the foregoing.
(b) Buyer and BFC shall timely and promptly make all filings which may be required by each of them in connection with the consummation of the transactions contemplated hereby under the ▇▇▇▇-▇▇▇▇▇ Act and any similar foreign legislation. Each party shall furnish to each other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any U.S. or foreign governmental agency, including, without limitation, any filings necessary under the provisions of the ▇▇▇▇-▇▇▇▇▇ Act.
(c) Each of BFC and Buyer shall notify and keep the other advised as to (a) any litigation or administrative proceeding pending and known to such party, or to its knowledge threatened, which challenges the transactions contemplated hereby and (b) any event or circumstance which would constitute a breach of their respective representations and warranties in this Agreement provided, that the failure of BFC or Buyer to comply with clause (b) shall not -------- subject BFC or Buyer to any liability hereunder except as and to the extent BFC or Buyer would be responsible for a breach of such representations and warranties pursuant to Section 8.1 or 8.2, as applicable (including, without limitation, the limitations on recovery and the time periods for bringing claims thereunder). Subject to the provisions of Section 10, hereof, BFC and Buyer shall not take any action inconsistent with their obliga...
Mutual Cooperation; No Inconsistent Action. Subject to the terms and conditions hereof, the Dow ▇▇▇▇▇ Parties and the Reuters Parties agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Mutual Cooperation; No Inconsistent Action. Subject to the terms and conditions hereof, each of the parties hereto agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Mutual Cooperation; No Inconsistent Action. Subject to the terms and conditions hereof, Acquisition and Buyer agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement
Mutual Cooperation; No Inconsistent Action. Subject to the terms and conditions hereof, Sellers and Buyer agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
Mutual Cooperation; No Inconsistent Action. (a) Subject to the terms and conditions hereof, the Sellers and the Buyers agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including but not limited to, (i) such consents and approvals as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “▇▇▇▇-▇▇▇▇▇ Act”) and any similar foreign legislation (including, without limitation, the German Act against Restraints of Competition and the Austrian Cartel Act), and (ii) any Consents required for the assignment to the Buyers of the Contracts set forth in Section 5.3 of the Disclosure Schedule.
(b) The Buyers and the Sellers shall timely and promptly make all filings which may be required by each of them in connection with the consummation of the transactions contemplated hereby under the ▇▇▇▇-▇▇▇▇▇ Act and any similar foreign legislation (including, without limitation, the German Act against Restraints of Competition and the Austrian Cartel Act). Each party shall furnish to the other such necessary information and assistance as the other party may reasonably request in connection with the preparation of any necessary filings or submissions by it to any U. S. or foreign governmental agency, including, without limitation, any filings necessary under the provisions of the ▇▇▇▇-▇▇▇▇▇ Act, the German Act against Restraints of Competition and the Austrian Cartel Act. Each party shall provide the other party the opportunity to make copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) or any similar foreign governmental agency or members of their respective staffs, on the other hand, with respect to this Agreement or the transactions contemplated hereby.
(c) The Sellers and the Buyers shall each notify and keep the other advised as to (i) any litigation or administrative Proceeding pending and known to such party, or to its knowledge threatened, which challenges the transactions contemplated hereby and (ii) any event or circumstance which would constitute a breach of their respective representations and warranties in this Agreement, provided t...