Other Required Approvals Clause Samples
Other Required Approvals. (i) All consents, approvals and permits listed on Schedule 7.01(d) shall have been obtained or received and (ii) all other consents, approvals and permits of a Governmental Authority (other than those identified in Schedule 7.01(d)) required to be obtained prior to the Closing to transfer the Purchased Assets shall have been obtained unless, in the case of this clause (ii), the failure to receive any such consents, approvals and permits would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the consummation of the transactions contemplated hereby.
Other Required Approvals. The Other Required Approvals set forth in Section 9.01(b) of the Disclosure Letter shall have been obtained and remain in full force and effect; provided, that no such Other Required Approval shall be imposing any Burdensome Condition; provided, further, that prior to a party asserting this condition, such party shall have complied with its obligations under Section 7.02. (c) No Injunctions or Restraints. No Order (including any Order imposing any Burdensome Condition) issued by (and no Action by a Governmental Entity seeking such an Order shall be pending before) any Governmental Entity of competent jurisdiction or other Law enjoining (temporarily, preliminarily or permanently), restraining, rescinding, making illegal or otherwise prohibiting the performance of this Agreement or the consummation of the Transactions (or any material part thereof) shall be in effect. SECTION 9.02.
Other Required Approvals. (i) Buyer and the Company shall each file or cause to be filed, promptly (but in any event within three (3) Business Days) after the date of this Agreement, any notifications or the like required to be filed under the HSR Act and other anti-competition laws with respect to the transactions contemplated hereby. With respect to filings under the HSR Act, each of the Company, the Evolent Entities and Merger Sub shall seek early termination of the waiting period under the HSR Act. The Evolent Entities and the Company shall use their respective best efforts to respond to any requests for additional information made by any agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date. Each of the Evolent Entities shall consult with the other prior to any meetings, by telephone or in person, with the staff of the Federal Trade Commission, the United States Department of Justice or any other regulatory agency, and each of Buyer and the Company shall have the right to have a representative present at any such meeting. The filing fee required under the HSR Act shall be paid by Buyer.
(ii) In furtherance of the foregoing, the Company and the Evolent Entities or Merger Sub, as applicable, will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Legal Requirements to consummate the transactions contemplated hereby, including preparing and filing as promptly as practicable with any Governmental Entity or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents. Each of the Company, on the one hand, and each of the Evolent Entities and Merger Sub, on the other hand, shall promptly provide the other copies of material written communications with, and shall keep one another informed as to the substance of any meeting with, any Governmental Entity regarding the matters set forth in this Section 6D, subject to any confidentiality obligations and applicable Legal Requirements. The “reasonable best efforts” of Buyer shall include Buyer’s agreement to hold separate and divest or license such businesses, products and assets of the Company and its Subsidiaries and Buyer or its Affiliates as may be necessary to obtain the agreement of any Governmenta...
Other Required Approvals. (i) All consents, approvals and permits listed on Schedule 6.02(e) shall have been obtained or received and (ii) all other consents, approvals and permits of a Governmental Authority (other than those identified in Schedule 6.02(e)) required to be obtained prior to the applicable Closing to transfer the applicable Purchased Assets shall have been obtained unless, in the case of this clause (ii), the failure to receive any such consents, approvals and permits would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the RTS Project.
Other Required Approvals. Between the date of this Agreement and the Closing Time, each Party will cooperate with the other Parties with respect to all filings that the other Party elects to make or is required by Legal Requirements to make in connection with the Contemplated Transactions, and obtaining any Consent for the Assignment of any Seller Contract or any necessary Government Authorizations. Notwithstanding the foregoing, these provisions shall not apply to the Landlord Consents subject to Section 5.3.
Other Required Approvals. Bank shall have received evidence satisfactory to Bank that the Loans and the security given therefor and the Loan Documents entered into a connection therewith have been approved by all parties from whom such approval is required under the Bond Documents and the Residents' Loan Documents.
Other Required Approvals. (i) All consents, approvals and permits listed on Schedule 6.02(e) shall have been obtained or received and (ii) all other consents, approvals and permits of a Governmental Authority (other than those identified in Schedule 6.02(e)) required to be obtained prior to the applicable Closing to transfer the applicable Purchased Assets shall have been obtained unless, in the case of this clause (ii), the failure to receive any such consents, approvals and permits would not reasonably be expected to, individually or in the aggregate, be material in an adverse manner to Seller.
Other Required Approvals. All other Required Approvals shall have been obtained.