Other Governmental Consents. Promptly following the execution of this Agreement, the parties shall prepare and file with the appropriate Governmental Entities any other requests for approval or waiver that are required from such Governmental Entities in connection with the transactions contemplated hereby and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers.
Other Governmental Consents. Promptly following the execution of this Agreement, Seller and Buyer shall proceed to prepare and file with the appropriate governmental authorities (other than the Commission) such requests, if any, for approval or waiver as may be required from such governmental authorities in connection with the Transaction, and shall jointly, diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers.
Other Governmental Consents. Promptly following the execution of this Agreement, the parties shall proceed to prepare and file with the appropriate Governmental Entities (other than the FCC) such requests, reports, or notifications as may be required in connection with this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters. Without limiting the foregoing, promptly following the execution of this Agreement, the parties shall (a) file with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information (if any) required to be filed under the HSR Act with respect to the transactions contemplated hereby and shall use their commercially reasonable efforts to cause all applicable waiting periods under the HSR Act to expire or be terminated as of the earliest possible date and (b) make all necessary filings and, thereafter, make any other required submissions with respect to the transactions contemplated hereby under the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws. Nothing in this Section 7.3 shall require Buyer to divest itself or to cause any Affiliate thereof to divest itself of any media business or interest therein.
Other Governmental Consents. Promptly following the execution of this Agreement, the parties shall prepare and file with the appropriate governmental authorities any other requests for approval or waiver that are required from such governmental authorities in connection with the transactions contemplated hereby and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers. Each party shall bear its own costs and expenses in connection with the preparation of any filings, documents or requests to be prepared by it in order to obtain such governmental consents, approvals or waivers and in connection with any prosecution or defense by it of such filings, documents or requests.
Other Governmental Consents. Promptly after the Signing Date, each Party will take all actions and do all things necessary to obtain all Consents required by any Governmental Authority to consummate the transactions contemplated hereby. Each Party will reasonably cooperate with the other Parties in obtaining the Consents specified in this Section.
Other Governmental Consents. The Company and Parent shall have received all necessary consents and approvals from each of the Customs Service Bureau and the Bureau of Alcohol, Tobacco and Firearms applicable to the Merger.
Other Governmental Consents. Promptly, but not later than ten business days following the filing of the Assignment Application, the Parties will proceed to prepare and file with all other appropriate Governmental Authorities (if any), such other requests for approval or waiver as may be required from such Governmental Authorities to permit the transfer of the FCC Licenses, Permits and the Purchased Assets, or as otherwise required in connection with the transaction contemplated hereby and will jointly, diligently and expeditiously prosecute, and will cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers. The Parties hereby acknowledge that no filings will be required under the HSRA because both the Purchase Price and the fair market value of the Purchased Assets and Assumed Contracts are less than $50,000,000.
Other Governmental Consents. There shall have been obtained at or prior to the Closing Date (i) such permits or authorizations, and there shall have been taken all such other actions by any Governmental Entity or other regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, in each case as may be required to lawfully consummate the Merger and the failure of which to obtain would result in a material impact on any of the parties, and (ii) the Investment Center Approval (collectively, the “Required Governmental Consents”).
Other Governmental Consents. Prior to the execution of this Agreement, the parties filed with the FTC and the DOJ the notifications and other information (if any) required to be filed under the HSR Act with respect to the transactions contemplated hereby. In addition to the obligations of the Company and Buyer with respect to the Applications, promptly following the execution of this Agreement, the Company and Buyer shall promptly proceed to prepare and file with the appropriate Governmental Entities such additional requests, reports, or notifications as may be required in connection with this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such matters (and, in the case of any Divestiture Condition, at the sole cost and expense of Buyer, except as otherwise provided in this Section 7.3). Without limiting the foregoing, promptly following the execution of this Agreement, the Company and Buyer shall use their commercially reasonable efforts to (a) cause all applicable waiting periods under the HSR Act to expire or be terminated as of the earliest possible date, including without limitation reasonable cooperation by the Company and Buyer in connection with Buyer's obligations hereunder to satisfy or cause to be removed all Divestiture Conditions, if any (provided that Buyer shall pay all costs of the Company in excess of $20,000 incurred in connection with this Section 7.3), including to divest Buyer, Capstar or any Affiliate of any media business or interest therein, which may include one or more of the Stations, in connection with Sections 6.1, 7.1 or this Section 7.3, (b) make all necessary filings and, (c) thereafter, at the sole cost and expense of Buyer except as otherwise provided in this Section 7.3, make any other required submissions with respect to the transactions contemplated hereby under the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws. The failure by the Company or Buyer to use commercially reasonable efforts to timely file or diligently prosecute its portion of any Application or, in the case of Buyer, the failure to use commercially reasonable efforts to make any Required Divestiture or otherwise satisfy or cause to be removed all Divestiture Conditions on or before the Termination Date, shall be a material breach of this Agreement. The Company and each Selling Stockholder agree that any delay in prosecuting the Applications o...
Other Governmental Consents. 6 4.4 Consent-Pending Contracts...................................6
