Regulatory and Other Authorizations and Consents. (a) In connection with any Transfer pursuant to Sections 9.7 or 9.8 (the “Designated Transfers”), each Member involved shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, give all notices to and make all filings with, all Governmental Authorities and third parties that may be or become necessary for the Designated Transfers, its execution and delivery of, and the performance of its obligations under, this Agreement or other Transaction Documents in connection with any such Designated Transfer and will cooperate fully with the other Members in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings, including the provision to such third parties and Governmental Authorities of such financial statements and other publicly available financial information with respect to such Member or, if applicable, such Member’s guarantor, as the case may be, as such third parties or Governmental Authorities may reasonably request; provided, however, that no Member involved shall have any obligation to pay any consideration to obtain any such consents. In addition, the Members involved shall keep each other reasonably apprised of their efforts to obtain necessary consents and waivers from third parties or Governmental Authorities and the responses of such third parties and Governmental Authorities to requests to provide such consents and waivers.
(b) Without limiting the generality of Section 9.9(a), each Member shall make such filings as may be required under the HSR Act, the Federal Power Act, or any state Legal Requirements relating to the ownership or control of the Systems.
(i) To the extent required by the HSR Act, each Member involved in a Designated Transfer shall (i) file or cause to be filed, as promptly as practicable but in no event later than the fifteenth Business Day after the delivery of any Purchase Option Exercise Notice, as applicable, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such Member under the HSR Act concerning the Designated Transfer and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning the Designated Transfer, in each case so that the initial thirty day waiting period applicable under the HSR Act sha...
Regulatory and Other Authorizations and Consents. In connection with any Transfer pursuant to Section 9.5 (the “Designated Transfer”), each Member involved shall use all commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of, give all notices to and make all filings with, all Governmental Authorities and third parties that may be or become necessary for the Designated Transfer, and will cooperate fully with the other Members in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices and making such filings, including the provision to such third parties and Governmental Authorities of such financial statements and other publicly available financial information with respect to such Member, as such third parties or Governmental Authorities may reasonably request; provided, however, that no Member involved shall have any obligation to pay any consideration to obtain any such consents. In addition, the Members involved shall keep each other reasonably apprised of their efforts to obtain necessary consents and waivers from third parties or Governmental Authorities and the responses of such third parties and Governmental Authorities to requests to provide such consents and waivers.
Regulatory and Other Authorizations and Consents. Each ------------------------------------------------ party will use all reasonable efforts to obtain the authorizations, consents, approvals, and permits of federal, state or local regulatory bodies and officials or private persons that may be or become necessary for that party in connection with the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby and will cooperate fully with the other party in promptly seeking to obtain the authorizations, consents, approvals and permits that may be or become so necessary for that other party; provided, however, that, subject to Sections 6.09 and 6.10 neither Purchaser, on the one hand, nor Seller or the Company, on the other hand, shall be obligated to: (a) undertake any additional financial obligation, dispose of any property or surrender any material right; (b) otherwise consent to any arrangement or undertake any obligation which would in its judgment materially adversely affect its business or properties; or (c) consent to the extension of the Closing Date of this Agreement beyond that provided in Section 11.01(c) of this Agreement. Purchaser shall have the right to approve the form of any consent (and related correspondence) distributed by Seller or the Company hereunder, which approval shall not be unreasonably withheld or delayed. The parties hereto will not take any action which will have the effect of delaying, impairing or impeding the receipt of any required authorizations, consents, approvals or permits. Subject to Sections 6.09 and 6.10, neither Purchaser, on the one hand, nor Seller or the Company, on the other hand, shall agree to any modifications nor grant any concessions in order to obtain any consents without the prior approval of Seller or Purchaser, as the case may be.
Regulatory and Other Authorizations and Consents. Each of the parties hereto will use its reasonable efforts to obtain the timely authorizations, consents, orders and approvals of Governmental Authorities and officials and of other third parties that may be or become necessary, proper or advisable in connection with the performance of its obligations pursuant to this Agreement and the consummation of the transactions contemplated hereby and will cooperate fully with each other in promptly seeking to obtain such authorizations, consents, orders and approvals as may be necessary, proper or advisable for the performance of its respective obligations pursuant to this Agreement including, without limitation, the receipt of all requisite approvals of the Nevada Gaming Authorities. The parties hereto will promptly file any additional information requested as soon as practicable after receipt of the request, will not take any action which will have the effect of delaying, impairing or impeding the receipt of any required approvals and will use their reasonable efforts to secure such approvals as promptly as possible.
Regulatory and Other Authorizations and Consents. Subject to ------------------------------------------------ Sections 6.05, 6.09 and 6.10 all authorizations, consents, approvals and permits of federal, state and local governmental agencies and third parties necessary to the consummation of the transactions contemplated by this Agreement or necessary to the continued operation of the business of the Company after the Closing to the extent they must be obtained prior to the Closing shall have been obtained, except those which the failure to obtain would not have a Material Adverse Effect; provided, however, that if Purchaser waives the requirements of this Section 8.08 with respect to any such authorization, consent, approval or permit, Seller shall have no liability for "Damages" (as hereinafter defined) with respect thereto.
Regulatory and Other Authorizations and Consents. Each Party shall use all Commercially Reasonable Efforts to: (a) satisfy all conditions precedent to the Parties' obligations hereunder and (b) obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations under, this Agreement and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings.
Regulatory and Other Authorizations and Consents. (a) The Parties shall (i) if required, file, or cause to be filed, a Notification and Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days after the date of this Agreement, (ii) use reasonable best efforts to make or cause to be made all other filings and submissions under the Xxxx-Xxxxx-Xxxxxx Act and any other laws or regulations applicable to the Parties as may be required of the Parties for the consummation of the transactions contemplated herein and (iii) use reasonable best efforts to secure the termination of any waiting periods under the Xxxx-Xxxxx-Xxxxxx Act and any other laws or regulations applicable to the Parties. Buyer shall be responsible for all filing fees under the Xxxx-Xxxxx-Xxxxxx Act, foreign equivalents thereof and such other laws or regulations, and other out-of-pocket expenses, as are applicable to Buyer. Buyer shall coordinate and cooperate with the Seller in exchanging such information and assistance as the Seller may reasonably request in connection with all of the foregoing.
(b) In furtherance and not in limitation of the terms of Section 5.1(a) above, to the extent required by applicable law, the Parties shall supply promptly any information and documentary material that may be requested by any Governmental Entity (including the Antitrust Division, the Federal Trade Commission and the Office of the Hawaii Attorney General pursuant to the Xxxx-Xxxxx-Xxxxxx Act) or any other laws or regulations applicable to the Parties, and shall cooperate in connection with any filing under applicable antitrust laws and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement commenced by any governmental authority, including the Federal Trade Commission, the Antitrust Division or the office of any state attorney general.
(c) In furtherance and not in limitation of the terms of Section 5.1(a) above, Buyer shall cooperate in good faith with any Governmental Entity (including the Antitrust Division, the Federal Trade Commission and the Office of the Hawaii Attorney General pursuant to the Xxxx-Xxxxx-Xxxxxx Act) or any other laws or regulations applicable to Buyer and undertake promptly any and all action required to complete lawfully the transactions contemplated by this Agreement, including (i) complying with any request, directions, determinations, requirements or conditions of any Governme...
Regulatory and Other Authorizations and Consents. (a) Each party hereto shall use reasonable commercial efforts to obtain all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to cooperate to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. No party hereto shall take any action that is reasonably expected to have the effect of delaying, impairing or impeding the receipt of any required authorization, consent, order or approval unless such action is reasonably believed to be required in order to comply with any applicable law or regulation.
(b) Each party hereto agrees to cooperate in obtaining any other consents and approvals which may be required in connection with the transactions contemplated by this Agreement.
(c) Subject to the rights of termination under the provisions of Section 8.1 of this Agreement, each party hereto shall use reasonable commercial efforts to perform and fulfill all conditions and obligations on its part to be performed and fulfilled under this Agreement, and to cause the transactions contemplated by this Agreement to be fully carried out.
Regulatory and Other Authorizations and Consents. Each Party shall use commercially reasonable efforts to obtain all Consents that may be or become necessary for such P P this Agreement. Each Party hereto agrees to cooperate in a commercially reasonable manner in obtaining all such Consents. The Parties shall not take any action that will have the effect of delaying, impairing or impeding the receipt of any required Consents or the termination or expiration of any required waiting periods.
Regulatory and Other Authorizations and Consents. (a) Authorizations and Consents. Each party hereto will use its commercially reasonable efforts to obtain all authorizations, consents, Orders and approvals of all federal, state, local and foreign regulatory bodies and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, and the Buyer will cooperate fully with the Seller and the Company in promptly seeking to obtain all such authorizations, consents, Orders and approvals. The parties will cooperate with each other in connection with the making of all such filings or responses, including providing copies of all such documents to the non-filing or non-responding party and its advisors prior to filing or responding. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals or expiration of required waiting periods.
