Notice and Consents. Other than filings the Company is required to make with the SEC, neither Sellers nor the Company is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereunder.
Notice and Consents. Each of the parties will give any notices to, make any filings with and use its reasonable best efforts to obtain any authorizations, consents and approvals of any Governmental Body in connection with the matters referred to in Sections 5.03 and 6.03 above. Without limiting the generality of the foregoing, each of the parties will: (i) ile any notification and report forms and related material that may be required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act (the "HSR Act") so that the filing is deemed rxxxxxxx, xxx xxx applicable waiting period will begin to run as of, March 19, 1998; (ii) use its reasonable best efforts to obtain an early termination of the applicable waiting period thereunder; and (iii) make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith. The parties will coordinate and cooperate with one another in exchanging information and providing reasonable assistance as the other may request in connection with the foregoing. Except to the extent required by any Law, Sellers will not introduce any new Products or materially modify any existing Products Manufactured in the Business without consulting with Buyers on a reasonable basis prior to taking any such action.
Notice and Consents. 25.1. All notices, agreements and consents under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or to such other address as either Party shall notify to the other in accordance with Clause 24. Any letter may be delivered by hand, first class pre-paid letter, registered post or recorded delivery and shall be deemed to be delivered if sent by hand when delivered and if by first class post 48 hours after posting.
Notice and Consents. All notices, demands, requests, consents or approvals which may be or are required to be given by either party to the other shall be in writing and shall be deemed given when sent by United States registered or certified Mail, postage prepaid, (a) if for Tenant, addressed to Tenant at the Building, or at such other place as Tenant may from time to time designate by notice to Landlord, or (b) if for Landlord c/o First American Management, Inc., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, Xxxxxxxx, 00000, or at such other place as Landlord may from time to time designate by notice to Tenant.
Notice and Consents. 21 (c) Operation of Business . . . . . . . . . . . . . . . . . . . . . . 21 (d) Full Access . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (e) Environmental Studies . . . . . . . . . . . . . . . . . . . . . . 21 (f) Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 7. Conditions to Obligation to Close. . . . . . . . . . . . . . . . . . . 22 (a) Conditions to Obligation of the Buyer and the Parent. . . . . . . 22 (b) Conditions to Obligation of the Sellers and the Seller Stockholder. . . . . . . . . . . . . . . . . . . . 23 8. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 (a) By Seller Parties . . . . . . . . . . . . . . . . . . . . . . . . 23 (b) Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 (c) Third Party Claims. . . . . . . . . . . . . . . . . . . . . . . . 24 (d) By Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (e) Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 (f) Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (g) Treatment of Indemnification. . . . . . . . . . . . . . . . . . . 26
Notice and Consents. As soon as practicable, but in no event later than the thirtieth (30th) day after the date of this Agreement, (i) Parent will cause each of the Avalon Companies and Avalon Subsidiaries to give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Sections 3.4, 4.2 and 4.3 above and (ii) Purchaser will give any notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the matters referred to in Section 5.4 above; provided, that each Party will afford the other Party the opportunity to review, approve and revise the form of letter or application proposed to request consent or form of written notice prior to delivery to the third party whose consent is sought or to whom such notification is required. The Parties shall cooperate to obtain all required consents and no Party shall intentionally take any action or steps that would prejudice or jeopardize the obtaining of any required consent. Parent shall not (and shall cause the Avalon Companies and Avalon Subsidiaries not to) accept or agree or accede to any modifications or amendments to, or the imposition of any condition to the transfer of, any of their Franchises that are not acceptable to the Purchaser; provided, that Purchaser's consent shall not be required to any such modification, amendment or condition that is consistent with the capital expenditures included in the Capital Plan or which would require, in the aggregate, payments after the Closing not in excess of $1,000,000. Without limiting the generality of the foregoing, each of the Parties will file (and Parent will cause each of the Avalon Companies and Avalon Subsidiaries to file) any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, will use its reasonable best efforts to obtain (and Parent will cause each of the Avalon Companies and Avalon Subsidiaries to use its reasonable best efforts to obtain) a waiver from the applicable waiting period, and will make (and Parent will cause each of the Avalon Companies and Avalon Subsidiaries to make) any further filings pursuant thereto that may be necessary, proper, o...
Notice and Consents. Harkins House is an approved program by the Department of Human Services and meets licensing standards described in Oregon Administrative Rule (OAR 000-000-0000 thru 0131 and OAR 413 – 215 – 0501 thru 0586). These rules require Harkins House to inform parents of certain policies and procedures regarding the care and supervision of youth. These policies are available for parents to review in full, upon request. Specifically, parents understand that the following policies and Dress Code/Contraband: Harkins House has a specific dress code that may restrict the wearing of or confiscation of certain clothing based on the dress code standard. Similarly, Harkins House has established a contraband list and will limit a youth’s possessions in accordance with the contraband list.
Notice and Consents. Seller will give any notices to third parties, and the Seller will use its best efforts to obtain any third-party consents required to effectuate transfer of the Acquired Assets to the Buyer. The Seller will give any notices to, make any filings with, and use its best reasonable efforts to obtain any authorizations, consents, and approvals of Governmental Authorities required in connection with the transactions contemplated by this Agreement.
Notice and Consents. Without in any way limiting the provisions contained in Section 6.1.5 herein, the Shareholders and the Seller shall use their reasonable efforts to secure approvals and Consents from any third parties necessary to the consummation of the transactions contemplated hereby or contemplated by any instrument, document or agreement contemplated hereby, including the Consents listed or required to be listed on Schedule 4.5.1 attached hereto.
Notice and Consents. Without in any way limiting the provisions contained in Section 6.3 herein, Seller, Shareholders and each of the Maple Group shall use best efforts to secure approvals and Consents from any third parties necessary to the consummation of the transactions contemplated hereby or contemplated by any instrument, document or agreement contemplated hereby, including the Consents listed on Schedule 3.2 attached hereto.
