Other Regulatory Filings. The Buyer and the Sellers will use their reasonable best efforts to, and Sellers will cause the Company and its Subsidiaries to, as soon as reasonably practicable and in no event more than 60 days following the execution of this Agreement, prepare and file with each applicable Governmental Entity all Filings and requests for such Permits as may be necessary for the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement. The Buyer and the Sellers will, and Sellers will cause the Company or its Subsidiaries to, diligently pursue and use their reasonable best efforts to obtain such Permits as soon as reasonably practical and will cooperate with each other in seeking such Permits. To such end, the Parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such Permits. Each Party will promptly inform the other Parties of any material communication received by such Party from, or given by such Party to, any Governmental Entity from which any such Permit is required and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other Party to review any communication given by it to, and consult with each other in advance of any response to, or meeting or conference with, any such Governmental Entity or, in connection with any Legal Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Entity or other Person, give the other Party the opportunity to review such response and to attend and to participate in such meetings and conferences.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Other Regulatory Filings. The Buyer and the Sellers will use their reasonable best efforts to, and Sellers will cause the Company and its Subsidiaries toSeller will, as soon as reasonably practicable and in no event more than 60 days following the execution of this Agreement, but no later than fifteen Business Days thereafter with respect to the joint application to the Pennsylvania Public Utility Commission, prepare and file with each applicable Governmental Entity all Filings and Body requests for such Permits Consents as may be necessary for the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement. The Buyer and the Sellers will, and Sellers Seller will cause the Company or its Subsidiaries to, diligently pursue and use their reasonable best efforts to obtain such Permits as soon as reasonably practical Consents and will cooperate with each other in seeking such PermitsConsents. To such end, the Parties parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such PermitsConsents. Each Party party will promptly inform the other Parties party of any material communication received by such Party party from, or given by such Party party to, any Governmental Entity Body from which any such Permit Consent is required and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other Party party to review any communication given by it to, and consult with each other in advance of any response to, or meeting or conference with, any such Governmental Entity Body or, in connection with any Legal Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Entity Body or other Person, give the other Party party the opportunity to review such response and to attend and to participate in such meetings and conferences. Neither party shall take any action in connection with obtaining any Consent from any Governmental Body that is intended to create, allocate, or shift to the other party any liability arising from the obtaining of such Consent. Notwithstanding the foregoing, neither party shall be required to agree to any divestiture of or material restriction on, a material business, a material asset or a material group of related assets that, in any such case, is owned or operated by it or any of its Affiliates.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Southern Union Co)
Other Regulatory Filings. The Buyer and the Sellers will use their reasonable best efforts to, and Sellers will cause the Company and its Subsidiaries toSeller will, as soon as reasonably practicable and in no event more than 60 days following the execution of this Agreement, but no later than twenty Business Days thereafter with respect to the joint application to the Rhode Island Division of Public Utilities and Carriers, prepare and file with each applicable Governmental Entity all Filings and Body requests for such Permits Consents as may be necessary for the consummation of the transactions contemplated hereby in accordance with the terms of this Agreement. The Buyer and the Sellers will, and Sellers Seller will cause the Company or its Subsidiaries to, diligently pursue and use their reasonable best efforts to obtain such Permits as soon as reasonably practical Consents and will cooperate with each other in seeking such PermitsConsents. To such end, the Parties parties agree to make available the personnel and other resources of their respective organizations in order to obtain all such PermitsConsents. Each Party party will promptly inform the other Parties party of any material communication received by such Party party from, or given by such Party party to, any Governmental Entity Body from which any such Permit Consent is required and of any material communication received or given in connection with any Legal Proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and will permit the other Party party to review any communication given by it to, and consult with each other in advance of any response to, or meeting or conference with, any such Governmental Entity Body or, in connection with any Legal Proceeding by a private party, with such other Person, and to the extent permitted by such Governmental Entity Body or other Person, give the other Party party the opportunity to review such response and to attend and to participate in such meetings and conferences. Neither party shall take any action in connection with obtaining any Consent from any Governmental Body that is intended to create, allocate, or shift to the other party any liability arising from the obtaining of such Consent. Notwithstanding the foregoing, neither party shall be required to agree to any divestiture of or material restriction on, a material business, a material asset or a material group of related assets that, in any such case, is owned or operated by it or any of its Affiliates.
Appears in 1 contract