Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement. (b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals. (c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters. (d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller. (e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the applicable Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Regulatory and Other Authorizations; Consents. (a) Subject Buyer shall, and shall cause its Affiliates to, take any and all reasonable steps to (i) promptly obtain all Governmental Approvals that may be, or become, necessary for the other provisions execution and delivery of, and performance of its obligations pursuant to, the Transaction Agreements (including the consummation of the transactions contemplated thereby), and to furnish promptly any additional information and documentary material that may be requested by a Governmental Authority (including to promptly make available any information and appropriate personnel in response to any queries made by a Governmental Authority, which may include information regarding this Agreement, each party hereto shall each use its reasonable best efforts Buyer’s capabilities as the potential purchaser of the Transferred Assets or other matters), (ii) promptly secure the issuance, reissuance or transfer of all licenses and permits that may be or become necessary to perform its obligations under this Agreement operate the Business following the Closing; (iii) take all such actions as may be requested by any such Governmental Authority to obtain such Governmental Approvals, licenses and to takepermits and (iv) avoid the entry of, or cause effect the dissolution of, any permanent, preliminary or temporary Governmental Order, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Seller will cooperate with the reasonable requests of Buyer in seeking promptly to be takenobtain all such Governmental Approvals and the issuance, reissuance or transfer of such licenses and permits. Buyer shall, and doshall cause its Affiliates to, pay all fees or cause to be done, all things necessary, proper or advisable under make other payments required by applicable Law to any Governmental Authority in order to obtain all consents required under this Agreement any such Governmental Approvals, licenses and permits, except for any and all regulatory approvals past due amounts that were either (i) due and payable prior to satisfy all conditions or on the Closing Date, or (ii) are a result, whether direct or indirect, of Seller’s failure to its obligations under this Agreement timely, and fully, pay such fees or other payments as required by Applicable Law that become due and payable prior to cause or on the Closing Date, including any penalties, fees or interest. Buyer shall not undertake any actions that would reasonably be likely to have the effect of preventing or materially delaying the consummation of the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under by this Agreement.
(b) Each party to this Agreement of Seller and Buyer agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence make or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing cause to be made the necessary filing of a notification and report form pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement (but in no event later than ten (10) Business Days after the date of this Agreement, unless agreed to in writing by the Parties) and to furnish as promptly as practicable any additional information and documentary material that may be requested pursuant to the Companion HSR Act. In addition, each of Seller and Buyer agrees to make promptly any filing or notice that may be required with respect to the transactions contemplated by this Agreement or by the other Transaction Agreements under any other applicable antitrust or competition Laws or by any other Governmental Authority. Buyer shall have sole responsibility for the filing fees associated with the HSR Act filings and all other filing fees associated with any other filings required by any other applicable Laws or Governmental Order in any other jurisdictions. Each Party shall be responsible for its respective legal fees associated with the filing of a notification and report as it relates to the HSR Act. Buyer shall not (i) withdraw its HSR notification and report form or (ii) enter into any agreement with any Governmental Authority to delay consummation of the transactions contemplated by this agreement without the prior written consent of the Seller.
(c) The Parties shall, and shall cause each of its Affiliates to, apply Commercially Reasonable Efforts to avoid or eliminate each and every impediment under any antitrust, competition, trade regulation or foreign investment regulation Law regarding that may be asserted by any antitrust mattersor competition or any other Governmental Authority or any other Person so as to enable the Parties to close the transactions contemplated hereby and by the other Transaction Agreements.
(d) Each of Buyer and Seller shall promptly notify the other of any oral or written communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Section 7.5, permit the other Party and its Representatives to review in advance any communication relating to the matters that are the subject of this Section 7.5 proposed to be made by such Party to any Governmental Authority and provide the other Party with copies of all substantive correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 7.5, provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Neither Buyer nor Seller shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, Section 7.2(b), and any other applicable terms and conditions of this Agreement the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods.
(e) Notwithstanding anything in this Agreement to the contrarycontrary (including Section 7.1), the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesRepresentatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons Buyer, any of its Affiliates or its or their respective successors or assigns will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the BusinessSeller or its Affiliates, except as specifically contemplated or permitted by this Article V ARTICLE VII or as otherwise consented to in writing in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby..
Appears in 3 contracts
Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Fortress Biotech, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions Each of this Agreement, each party hereto Fred’s and Buyer shall each use its reasonable best efforts efforts, and shall cause its Affiliates to perform use their respective reasonable best efforts, to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations under this Agreement and to take, or cause to be takenpursuant to, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause consummation of the transactions contemplated hereby by, the Transaction Agreements (including Pharmacy Approvals), (ii) take all such actions as may be requested by any such Governmental Authority to be effected as soon as practicableobtain such authorizations, but consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any event on suit or prior to proceeding, that would otherwise have the End Date, in accordance with effect of preventing or materially delaying the terms consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement the Transaction Agreements. Except as permitted by Article VIII, none of Parent, Seller nor each of Fred’s and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer their respective Affiliates shall take any action that they should would reasonably be reasonably aware would expected to have the effect of delaying, impairing or impeding the receipt of any required consents authorizations, consents, orders or approvals.
(b) Each party to this Agreement shall promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to Section 5.02(c). No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance. Subject to the Confidentiality Agreement and to Section 5.02(c), the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing.
(c) Each party hereto promptly shall make all filings of Parent and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto Seller shall use its commercially reasonable best efforts to furnish give all notices to, and obtain all consents from, all landlords party to the appropriate Governmental Authority Acquired Leases, and Parent shall bear the costs of any payments made to landlords party to the Acquired Leases in connection therewith. Upon request from Parent or Seller, Fred’s agrees to provide a guarantee of Buyer’s obligations under any or all information required of the Acquired Leases in form and substance reasonably satisfactory to the landlord party to such Acquired Lease and Parent. Each of Parent and Seller shall provide commercially reasonable cooperation and assistance to Buyer and its Affiliates and Representatives with Buyer’s timely preparation and submission of any request or application for any application consent or other filing to be made pursuant approval required of Buyer, including the Pharmacy Approvals and any consent or approval with respect to any applicable Law Government Program. Fred’s and Buyer shall collectively be solely responsible for all filing fees and other costs associated with such requests and applications, including attorney fees and other costs incurred by Fred’s and Buyer in connection with the transactions contemplated hereby. The Buyer preparation of such requests and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything Each of Fred’s and Buyer understands that Fred’s and Buyer, and this Agreement are subject to the prior approval of the FTC and that Parent is entering into this Agreement to obtain FTC approval for the Proposed Consent Order in connection with the Rite Aid Acquisition. Each of Fred’s and Buyer, as promptly as practicable after the date hereof (to the extent Fred’s and Buyer have not already completed the following activities), will (i) prepare and furnish all necessary information and documents reasonably requested by the FTC, (ii) use reasonable best efforts to demonstrate to the FTC that each of Fred’s and Buyer is an acceptable purchaser of the Purchased Assets and that Fred’s and Buyer will compete effectively using the Purchased Assets, and (iii) reasonably cooperate with Parent and Seller in obtaining all FTC approvals. Nothing in this Agreement shall prevent Parent or Seller from complying with the Proposed Consent Order and neither Parent nor Seller shall be considered in breach of this Agreement for taking actions to comply with the Proposed Consent Order. Each party shall promptly notify the other parties of any communication (including oral communications) it or any of its Affiliates receives from the FTC relating to the contrarymatters that are the subject of this Agreement and consult with each other in advance of any proposed communication by the receiving party to the FTC. Each of Fred’s and Buyer shall use reasonable best efforts to obtain, and agrees to take all reasonable actions that Parent reasonably requests in order to assist Parent in obtaining, FTC approvals for Fred’s and Buyer, this Agreement, the Ancillary Agreements and the Rite Aid Acquisition. Parent, Seller, Fred’s and Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that shall promptly notify each other upon the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly occurrence (or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee reasonably impending occurrence) of any of the Sellers with respect to following events: (i) either Fred’s or Buyer is not (or will not be) preliminarily approved by the operation FTC or other necessary Governmental Authority as a purchaser of the BusinessPurchased Assets hereunder; (ii) the FTC Staff informs Parent, except Seller, Fred’s or Buyer that the FTC Staff will not recommend approval of Fred’s or Buyer as specifically contemplated purchaser of the Purchased Assets hereunder; (iii) the FTC Staff informs Parent, Fred’s or permitted by this Article V Buyer that the FTC Staff will require the transfer to Fred’s or as otherwise consented Buyer hereunder of any asset other than the Purchased Assets specified in Section 2.01 or that the FTC Staff will prohibit the transfer to in advance by an executive officer Fred’s and Buyer hereunder of a Sellerany such Purchased Asset; or (iv) the FTC Staff informs Parent or Seller that it has or will approve another buyer for Purchased Assets other than Fred’s and Buyer.
(e) Notwithstanding anything With respect to any changes, amendments, modifications or waivers to this Agreement requested by the FTC, each of Fred’s, Buyer, Parent and Seller agrees to negotiate in this Section 5.05 good faith with the other party any such change, amendment, modification or waiver, and to the contraryextent that the FTC requires the divestiture of additional pharmacy and retail stores of Seller in connection with the Proposed Consent Order and Parent agrees to sell such pharmacy and retail stores, neither the Buyer nor any of its Subsidiaries in which case such stores shall be required “Acquired Stores” and each of Fred’s and Buyer agrees to take any actionpurchase all assets of Seller and its Affiliates that will become Purchased Assets and assume all liabilities that will become Assumed Liabilities by virtue of such stores becoming Acquired Stores, including responding to and/or defending any court or administrative proceedingin each case, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which at a purchase price determined in accordance with the Buyer reasonably determines could be material pricing methodology set forth on Section 5.05(e) of the Disclosure Schedules as applicable to the benefits expected to be derived by the Buyer Acquired Stores as a result of the transactions contemplated hereby or be material to date hereof and the business calculation of the Buyer amounts payable pursuant to Section 2.12 shall be modified accordingly. In addition, “Acquired Stores” shall be deemed to include such stores, “Purchased Assets” shall be deemed to include such assets and its Subsidiaries or “Assumed Liabilities” shall be deemed to include such liabilities, with the Business as currently conducted or as contemplated provisions of this Agreement to be conducted following the transactions contemplated herebyapply mutatis mutandis to such stores, assets and liabilities.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Freds Inc), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each use its all commercially reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations under pursuant to this Agreement and will cooperate fully with the other party in promptly seeking to takeobtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be takenfiled, as promptly as practicable but in no event later than 15 days after (x) the execution and dodelivery of this Agreement or (y) such later date as a change of circumstances causes such a filing to be required, with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be donecomplied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, all things necessary, proper or advisable under in each case so that the waiting period applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected under the HSR Act shall expire as soon as practicablepracticable after the execution and delivery of this Agreement. Each party hereto agrees to request, but in any event on or prior and to the End Date, in accordance cooperate with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives or parties in requesting, early termination of any applicable waiting period under the HSR Act. Savia shall pay the filing fees payable in connection with any step the filings by the parties required to be taken as a part of its obligations under this Agreementby the HSR Act.
(b) Each party Buyer will use its best efforts to this Agreement agrees to cooperate assist BHC in obtaining any consents and approvals that may be required of third parties necessary or advisable in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsAgreement.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 3 contracts
Samples: Purchase Agreement (Bionova Holding Corp), Purchase Agreement (Bionova International Inc), Purchase Agreement (Bionova Holding Corp)
Regulatory and Other Authorizations; Consents. (a) Subject The Sellers shall use their good faith commercially reasonable efforts to obtain (or cause the other provisions Acquired Companies to obtain) the authorizations, consents, orders and approvals that are or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement, including, without limitation, the consent of (i) Governmental Authorities, (ii) landlords under the ground leases, and (iii) lenders, and the Buyer shall cooperate fully with the Sellers in promptly seeking to obtain all such authorizations, consents, orders and approvals. If required by the HSR Act, each party hereto shall each use its reasonable best efforts agrees to perform its obligations under this Agreement make an appropriate filing of a Notification and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior Report Form pursuant to the End Date, in accordance HSR Act with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required respect to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement (the "Notification Form") within ten (10) business days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(cb) Each party hereto promptly The Sellers shall make all filings give promptly, or shall cause the Acquired Companies to give promptly, such notices to third parties and submissions use its or their commercially reasonable efforts (without, however, any obligation to incur any costs, liability or other obligation, in excess of de minimis amounts, except that the Sellers shall pay any consent or other transfer fee or similar payment required to be paid to the lessor in connection with the granting of such party and shall take all actions necessarya Required Consent (as defined in Section 7.3(b) hereof)) under any ground lease identified on Schedule 4.13, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over such third party consents as the transactions contemplated hereby. Each party hereto shall use Buyer may in its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application sole and absolute discretion deem necessary or other filing to be made pursuant to any applicable Law desirable in connection with the transactions contemplated hereby. by this Agreement; provided, however, that the forms of such notice and/or consent shall be reasonably acceptable to Sellers and Buyer; and provided, further, however, that any failure to obtain such third party consents shall not constitute a breach of this Agreement or a failure of any condition to Closing nor shall it give rise to any right of termination on the part of the Buyer or impose any independent obligation or liability on the Sellers except as otherwise set forth in this Agreement.
(c) The Buyer and shall use its good faith commercially reasonable efforts to assist the Sellers shall make their respective HSR Act filings at in obtaining the consents of third parties listed in Schedule 2.6(b), including (i) providing to such time third parties such financial statements and other financial information as mutually agreedsuch third parties may reasonably request, if applicable. Each (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties (provided that neither party hereto shall cooperate with be required to agree to any increase in the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction amount payable with respect thereto so long as there shall be no increase in Buyer's obligations or decrease in its rights other than to this Agreement a de minimis extent) and (iii) executing agreements to effect the transactions contemplated hereby, assumption of such agreements on or before the Closing Date effective from and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including after the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersClosing Date.
(d) Notwithstanding anything in this Agreement to the contrary, the The Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation assumes as of the Business shall remain Closing Date, and will continue to honor in accordance with the dominion respective provision, any and control all obligations of the Sellers until arising from and after such date relating to and arising from Section 6.9(a) (to the Closing extent the Buyer is acquiring any entity covered thereby or a successor thereto) of that certain Agreement and that none Plan of Merger dated as of January 11, 1998 among REITCO, OPCO and Cobblestone Holdings, Inc., as amended. The Buyer agrees to indemnify the Sellers for any and all Losses incurred by the Sellers arising out of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee breach of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Sellersuch obligations.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Meditrust Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto Buyer and Seller shall each use its their respective reasonable best efforts to perform its obligations under (i) obtain, as expeditiously as possible and not later than December 27, 2012 (or if not obtained by such date, as expeditiously as possible thereafter), all Governmental Approvals that may be, or become, necessary for the execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement and to takethe Ancillary Agreements, (ii) resolve, as expeditiously as possible and not later than December 27, 2012 (or cause to be takenif not obtained by such date, and doas expeditiously as possible thereafter), or cause to be donesuch objections, all things necessaryif any, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement and the Companion Agreements; providedAncillary Agreements under the HSR Act and any other Law in any relevant jurisdiction, however(iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that neither would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including, by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or by the Ancillary Agreements) and (iv) promptly secure the issuance, reissuance or transfer of all Permits necessary to operate the Business in compliance with Law. Seller and Buyer will cooperate with the reasonable requests of the other in seeking promptly to obtain all such authorizations, consents, orders and approvals and the issuance, reissuance or transfer (to the extent permitted by Law) of Permits. Neither Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer Seller shall take any action that they should would reasonably be reasonably aware would expected to have the effect of delaying, impairing or impeding the receipt of any required consents authorizations, consents, waivers, orders or approvals.
(ci) Each party hereto promptly shall make all filings of Seller and submissions required Buyer has made an appropriate filing of such party a notification and shall take all actions necessary, proper or advisable under applicable Laws report form pursuant to obtain any required approval of any Governmental Authority the HSR Act with jurisdiction over respect to the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to by this Agreement and the transactions contemplated hereby, agrees to supply as promptly as practicable any additional information and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as documentary material that may be asserted requested pursuant to the HSR Act. In addition, each party hereto agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement and the Companion Ancillary Agreements under any other antitrust or competition Law or by any other antitrust or competition authority. Buyer shall have sole responsibility for the filing fees associated with any filings required in jurisdictions outside the United States.
(ii) Each party to this Agreement shall promptly notify the other parties hereto of any oral or written communication it receives from any Governmental Entity relating to the matters that are the subject of this Agreement, permit the other parties hereto to review in advance any communication proposed to be made by such party to any Governmental Entity and provide the other parties hereto with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, subject to Section 5.2(g). No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Entity in respect of any such filings, investigation or other inquiry unless it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Entity, gives the other parties hereto the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreements and to Section 5.2(g), the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act (and any similar Law regarding antitrust in any other relevant non-U.S. jurisdiction). Nothing in this Section 5.3(a)(ii) shall be applicable to Tax matters.
(diii) Notwithstanding anything Without limiting the obligations of Buyer and Seller in this Agreement Section 5.3(a)(i), Buyer and Seller shall each use its reasonable best efforts to the contraryresolve such objections, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directorsif any, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly as may be asserted by any third party or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers Governmental Entity with respect to the operation of the Business, except as specifically transactions contemplated or permitted by this Article V Agreement or as otherwise consented to the Ancillary Agreements under the HSR Act and any similar Law in advance by an executive officer of a Sellerany other relevant non-U.S. jurisdiction.
(eb) Each party to this Agreement agrees to reasonably cooperate and to use its commercially reasonable efforts to obtain each third party Consent that may be required by the terms of the applicable Contract in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary set forth in this Section 5.05 to the contraryAgreement, neither the Buyer nor any of its Subsidiaries Seller shall be required to take compensate any actionthird party, including responding commence or participate in litigation or offer or grant any financial accommodation to and/or defending any court third party to obtain any such consent or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapproval.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Woodward, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to The Seller, on the one hand, and the Buyer, on the other provisions of this Agreementhand, each party hereto shall each (i) promptly, but in no event later than fifteen (15) Business Days following the date hereof, make all filings and notifications with, and use its their respective commercially reasonable best efforts to perform its promptly obtain all authorizations, consents, orders and approvals of, all Governmental Authorities that may be or become necessary for the performance of their respective obligations under pursuant to, and the consummation of the transactions contemplated by, this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law (ii) cooperate with the reasonable requests of the other in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause approvals. None of the transactions contemplated hereby to be effected as soon as practicableSeller, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate or any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer of their respective Affiliates shall take any action that they it should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents authorizations, consents, orders or approvals.
(b) The Seller, on the one hand, and the Buyer, on the other hand, each agree to promptly make any filing that may be required under any antitrust or competition Law or by any antitrust or competition authority. The Buyer shall be responsible for the filing fees associated with any such filings required in any jurisdiction.
(c) Each party hereto of the Seller and the Buyer shall promptly shall make all filings and submissions required notify one another of such party and shall take all actions necessary, proper any communication it or advisable under applicable Laws to obtain any required approval of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide the other party with jurisdiction over copies of all correspondence, filings or other communications between such party or any of its representatives, on the transactions contemplated herebyone hand, and any Governmental Authority or any members of its staff, on the other hand. Neither the Seller nor the Buyer shall agree to participate in any meeting with any Governmental Authority in respect of any such filings or any investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 6.2, the Seller and its Affiliates, on the one hand, and the Buyer and its Affiliates, on the other hand, will coordinate and cooperate fully with the other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any antitrust or competition Law; provided, however, that neither the Seller nor the Buyer shall be required to disclose to the other any of its or its Affiliates’ confidential competitive information. No party shall be required to comply with any provision of this Section 6.8(c) to the extent that such compliance would be prohibited by applicable Law.
(d) Each party hereto of the Seller and the Buyer shall use its reasonable best efforts to furnish avoid the entry of, or to effect the appropriate Governmental Authority all information required for dissolution of, any application decree, order, judgment, injunction, temporary restraining order or other filing to be made pursuant to order in any applicable Law in connection with action, suit or proceeding that would otherwise have the transactions contemplated hereby. The Buyer and effect of preventing or materially delaying the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each consummation of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersAgreement.
(de) Notwithstanding anything in any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or subcontract any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if such assignment or subcontract, without the Consent of a third party thereto, would constitute a breach or other contravention of such Purchased Asset or in any way adversely affect the rights of the Seller or the Buyer acknowledges on behalf (or the applicable Affiliate of itself the Seller or the Buyer) thereunder. The Seller and its Affiliates and its and the Buyer shall use their directorsreasonable best efforts (but without any payment of money by the Seller or the Buyer) to obtain the Consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or subcontracting thereof to the Buyer as the Buyer may request. If such Consent is not obtained, officers, employees, Affiliates, agents, representatives, successors and assigns or if an attempted assignment or subcontract thereof would be ineffective or would materially adversely affect the rights of the Seller (or the applicable Affiliate of the Seller) thereunder so that the operation of Buyer would not in fact receive all such rights, the Business shall remain in the dominion Seller and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action cooperate in a mutually agreeable arrangement under which the Buyer reasonably determines could be material would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, or subleasing to the benefits expected to be derived by Buyer, or under which the Seller (or the applicable Affiliate of the Seller) would enforce for the benefit of the Buyer, with the Buyer as a result assuming the Seller’s (or the applicable Affiliate of the transactions contemplated hereby or be material to the business Seller’s) obligations, any and all rights of the Buyer and its Subsidiaries Seller (or the Business as currently conducted or as contemplated to be conducted following applicable Affiliate of the transactions contemplated herebySeller) against a third party thereto.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Global Power Equipment Group Inc.)
Regulatory and Other Authorizations; Consents. Each party hereto shall use its commercially reasonable efforts to (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to obtain all consents required under this Agreement promptly consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement and (b) obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the Companion Agreements; providedperformance of its obligations pursuant to, howeverthis Agreement including, that without limitation, those consents set forth in Section 4.11(b) of the Company Disclosure Schedule. Each party 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. In connection with obtaining such consents from third parties, neither the Buyer nor the Sellers party shall be required to compensate any Personmake payments, commence or participate in litigation or offer or grant any accommodation agree to modifications of the terms thereof (financial or otherwise) other than payments and modifications which individually, and in the aggregate, are immaterial), and no material modification shall be made to any Person contract, agreement or other commitment of any Group Entity without the prior written consent of Parent. Each party hereto agrees to obtain make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as soon as practicable following the date hereof and to supply promptly any such consent or approvaladditional information and documentary material that may be requested pursuant to the HSR Act. Neither the Sellers nor the Buyer shall The parties hereto agree not to take any action that they should be reasonably aware would will have the effect of unreasonably delaying, impairing or impeding the receipt of any required consents authorizations, consents, orders or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws . Prior to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for making any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction or other person or entity in connection with respect this Agreement, the Company, on the one hand, and Parent, on the other hand, shall provide the other with drafts thereof and afford the other a reasonable opportunity to this Agreement comment on such drafts. Without limiting the generality of the preceding sentences, each of Parent and the transactions contemplated herebyCompany agrees to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and in seeking necessary consultation with to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (whether temporary, preliminary or permanent), that delays, prevents or otherwise restricts the consummation of the Merger or any other transaction contemplated by this Agreement, and prompt favorable action by such Governmental Authority, including the resolution of to take any objections, if any, and all actions as may be asserted with respect required by Governmental Authorities as a condition to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee granting of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V such necessary approvals or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall may be required to take avoid, vacate, lift, reverse or overturn any actioninjunction, including responding to and/or defending order, judgment, decree or regulatory action (provided, however, that in no event shall any court or administrative proceeding, proposing or making any divestiture or other undertakingparty hereto take, or proposing or entering into any consent decree or taking be required to take, any action which that would have a Material Adverse Effect on Parent or the Buyer reasonably determines could Group Entities). Notwithstanding the foregoing, in no event shall Parent be material required at any time from the date hereof through and following the Effective Time to the benefits expected to be derived by the Buyer as a result dispose of the transactions contemplated hereby assets, or be material to divest the business businesses, of the Buyer and its Subsidiaries Parent, any Group Entity or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyany of their respective Affiliates.
Appears in 2 contracts
Samples: Merger Agreement (Magellan Health Services Inc), Merger Agreement (Merit Behavioral Care Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer CCBCC Parties nor the Sellers CCR Parties shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers CCBCC Parties nor the Buyer CCR Parties shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer CCBCC Parties and the Sellers CCR Parties shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, (i) the Buyer acknowledges CCBCC Parties acknowledge on behalf of itself and its themselves, their Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the CCR Business shall remain in the dominion and control of the Sellers CCR Parties until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers CCR Parties with respect to the operation of the CCR Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerCCR Party, and (ii) the CCR Parties acknowledge on behalf of themselves, their Affiliates and their directors, officers, employees, agents, representatives, successors and assigns that the operation of the CCBCC Business shall remain in the dominion and control of the CCBCC Parties until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the CCBCC Parties with respect to the operation of the CCBCC Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a CCBCC Party.
(e) Notwithstanding anything in this Section 5.05 to the contrary, (i) neither the Buyer CCBCC Parties nor any of its their Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer CCBCC Parties reasonably determines determine could be material to the benefits expected to be derived by the Buyer CCBCC Parties as a result of the transactions contemplated hereby or be material to the business of the Buyer CCBCC Parties and its their Subsidiaries or the CCR Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby, and (ii) neither the CCR Parties nor any of their Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the CCR Parties reasonably determine could be material to the benefits expected to be derived by the CCR Parties as a result of the transactions contemplated hereby or be material to the business of the CCR Parties and their Subsidiaries or the CCBCC Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Exchange Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Exchange Agreement (Coca Cola Co)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Coca Cola Co), Asset Purchase Agreement (Coca Cola Co)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each will use its reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the execution and delivery of, and the performance of its obligations under pursuant to, this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will reasonably cooperate with the other parties in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to satisfy all conditions the HSR Act with respect to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected within five Business Days of the date hereof (or as soon thereafter as practicable, but in ) and to supply promptly any event on or prior additional information and documentary material that may be requested pursuant to the End Date, in accordance with HSR Act. The Sellers and the terms of this Agreement and Purchaser shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement making of all such filings or responses (unless the appropriate party has a reasonable basis not to do so), including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the Companion Agreements; providedother party of any communication to that party from any Governmental Agency and (unless the appropriate party has a reasonable basis not to do so) permit the other party to review in advance any proposed communication to any Governmental Agency. Unless the appropriate party has a reasonable basis not to do so, however, that neither the Buyer nor the Sellers each party shall be required not agree to compensate any Person, commence or participate in litigation any meeting with any Governmental Agency in respect of any filings, investigation or offer or grant any accommodation (financial or otherwise) other inquiry unless it consults with the other party in advance and, to any Person the extent permitted by such Governmental Agency, gives the other party the opportunity to obtain any such consent or approvalattend and participate thereat. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or authorizations, consents, orders and approvals.
(cb) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything Nothing in this Agreement shall be deemed to constitute or require the transfer or assignment or the attempt to transfer or assign any of the Transferred Assets if the attempted transfer or assignment thereof, without the consent of a third party, would adversely affect in any way the rights of either the Sellers, on the one hand, or the Purchaser, on the other hand, thereto, or would materially and adversely affect the Sellers or the Purchaser. If any such consent shall not have been obtained at or prior to the contraryClosing, or the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly attempted transfer or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee assignment of any of the Assets at the Closing would have a material adverse effect on the Sellers or the Purchaser or on the Purchaser’s rights thereto or the Purchaser would not in fact receive the rights thereto, (i) the Sellers will cooperate with the Purchaser in any reasonable arrangement designed to provide for the Purchaser the rights thereto and benefits thereunder, including, without limitation, (A) enforcing for the benefit of the Purchaser any or all rights of the Sellers under any contract, commitment or other agreement against any other party thereto, or (B) at the Purchaser’s election, not transferring, conveying, assigning or delivering to the Purchaser at the Closing, and retaining legal title to, such Assets, while permitting the Purchaser the possession and use of such Asset for the Purchaser’s account and with the Purchaser receiving the benefits and bearing the burdens of such Assets as if such Asset had been so transferred, conveyed, assigned and delivered, and (ii) the Sellers will take all reasonable appropriate further action to obtain such consents, approvals or novations as may be required under applicable laws or otherwise to effect the transfer or assignment of such Asset to the Purchaser. Pending the obtaining of such consents, approvals or novations, the Purchaser will continue performance of any remaining unfulfilled obligations of the Sellers under any contract, commitment or other agreement constituting such an Asset in the same manner as though the Purchaser rather than the Sellers were a party to such contract, commitment or agreement, with the Purchaser receiving the benefits and bearing the burdens thereof. The Sellers agree to remit to the Purchaser all collections received in respect of any such Asset promptly on receipt thereof less any amount due the Sellers from the Purchaser with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented such Assets. Expenses incurred in connection with actions taken pursuant to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries 5.05(b) shall be required borne in such a manner as to take any actionplace the Sellers and the Purchaser in the economic positions in which they would have been had such Asset been transferred, including responding to and/or defending any court conveyed, assigned or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which delivered at the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyClosing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party hereto Buyer and the Sellers shall each use its reasonable best efforts to perform its obligations avoid or eliminate each and every impediment under this Agreement and any antitrust, competition or trade regulation law that may be asserted by any Government Authority with respect to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby so as to be effected as soon as practicable, but in any event on or enable the Closing to occur prior to the End DateDate (or sooner, if practicable), including, without limitation, (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Business or the Transferred Assets and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of any of the Sellers, Altair U.S. or of the Business, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken case as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing (any such actions of Buyer pursuant to this sentence, the “Requested Actions”). Buyer’s obligations to take the Requested Actions pursuant to the previous sentence are subject only to a limitation that these actions would not have, or be reasonably likely to have, (i) a material adverse effect on the assets, liabilities, financial condition or results of operations of the Business, taken as a whole, or (ii) a material adverse effect on the assets, liabilities, financial condition or results of operations of Buyer and its Subsidiaries, taken as a whole, in any such case, after giving effect to the transactions contemplated by this Agreement and hereby. The Sellers will cooperate with the Companion Agreements; provided, however, that neither reasonable requests of the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders and approvals. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding in any material respect the receipt of any required consents or approvals.
(cb) Each party hereto promptly The Sellers and the Buyer shall make file, or cause to be filed, all filings required notification and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish report forms pursuant to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement as promptly as practicable, and in any event, no later than November 11, 2013 and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required under any other antitrust or competition law or by any other antitrust or competition authority. The Sellers and the Companion Agreements under Buyer shall each bear fifty percent (50%) of the respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions.
(c) To the extent permitted by applicable Law, each party to this Agreement shall promptly notify the other parties of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement (except in relation to Tax) and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to Section 5.02(b). No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 5.02(b), the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable Law regarding antitrust matterswaiting periods under the HSR Act.
(d) Each party to this Agreement agrees to use its reasonable best efforts to obtain any other consents, consultations and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, (i) the Buyer and Sellers using their respective reasonable best efforts to obtain any consents, consultations and approvals required under the Acquired Rights Directive (Council Directive 2001/23/EC) as amended from time to time, and (ii) with respect to Contracts with Independent Third Parties that require such consents, Sellers using their reasonable best efforts to (A) cause any such Contract to be assigned to Buyer, (B) cause any such Contract (including such Contracts set forth on Section 2.02(b)(xviii) of the Disclosure Schedule) to be amended to be allocated between (I) Sellers and their Affiliates and (II) Buyer and its Affiliates, (C) facilitate the execution of a new Contract on substantially similar terms between Buyer and any such Independent Third Party, and/or (D) otherwise facilitate the transition with such Independent Third Parties, in any such case to the reasonable satisfaction of Buyer; provided, however, that the Sellers shall not be required to compensate any third party (in excess of customary expense reimbursement), commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any party to obtain any such consent or approval.
(e) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers GE Entities until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance directions or information orders to any director, officer or employee of any of the Sellers with respect to the operation of the BusinessGE Entities, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerGE Entity.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Clarcor Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the other provisions date hereof (and, in the case of this Agreementsuch filings, applications and notifications, in no event later than January 12, 2018) make all filings, applications, registrations and notifications with each party hereto shall each Governmental Authority, and use its reasonable best efforts to perform its promptly obtain all Governmental Approvals, in each case, that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations under pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements (including the issuance and repayment of the Closing Date Surplus Note, if any, the Extraordinary Dividend and the True-Up Dividend) and (ii) subject to Section 7.03(b), use reasonable best efforts to take such actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to obtain such Governmental Approvals, including by (A) seeking to prevent the initiation of, and defending any Action challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby and thereby, (B) promptly providing to take, a Governmental Authority any non-privileged information and documents requested by such Governmental Authority or cause to be taken, and do, or cause to be done, all things that are necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause permit consummation of the transactions contemplated hereby by the Transaction Agreements, (C) avoiding the entry of, or causing to be effected as soon as practicablelifted or rescinded, but in any event on or prior Governmental Order adversely affecting the ability of the parties to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with consummate the transactions contemplated by this Agreement and the Companion Agreementsother Transaction Agreements and (D) complying with any conditions imposed by any Governmental Authority to its approval of the transactions contemplated by this Agreement or any other Transaction Agreement. In accordance with Section 14.02, each party shall bear its own costs and expenses for obtaining its respective regulatory approvals; provided, however, that neither the Buyer nor the Sellers Seller shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) bear all costs and expenses related to any Person Action brought against Buyer, Seller, the Acquired Companies or any of their Affiliates or Representatives after public announcement of this Agreement but prior to the Closing by a shareholder of HFSG, a holder of any HLI Notes or policyholder or creditor of an Acquired Company or any of its Affiliates seeking damages or equitable relief as a result of this Agreement or the announcement thereof. The parties shall cooperate with the reasonable requests of each other in promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders and approvals. Neither the Sellers Seller nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsGovernmental Approvals.
(cb) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish Notwithstanding anything in Section 7.03(a) to the appropriate contrary, Buyer shall not be obligated to take or refrain from taking or agree to it, its Affiliates, or any of the Acquired Companies taking or refraining from taking, any action, or to permit or suffer to exist any material restriction, condition, limitation or requirement that, individually or together with all other such actions, restrictions, conditions, limitations or requirements imposed by Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law Authorities in connection with the transactions contemplated hereby. The by this Agreement or the other Transaction Agreements, would (i) have a Company Material Adverse Effect (excluding clause (b) of the definition thereof), (ii) involve any material deviation from the key terms of Buyer’s business plan set forth on Schedule 7.03(b)(ii), (iii) involve any keep-well or capital or surplus maintenance arrangements or agreements, other than such keep-well or capital or surplus maintenance agreements or arrangements that Buyer and or any of its Subsidiaries (including HLI) may be required to enter into, without such agreement or arrangement providing for funding therefor to be provided by, or recourse to, the Sellers shall make direct or indirect shareholders of Buyer or any of their respective HSR Act filings at general partners or managing members or (iv) involve any Other Support Arrangement other than such time as mutually agreedOther Support Arrangements in respect of which Seller elects Alternative 1 or Alternative 2 pursuant to Schedule 7.03(b)(iv) (any such action, if applicablerestriction, condition, limitation or requirement, a “Burdensome Condition”). Each In the event that any action, restriction, condition, limitation or requirement is imposed by a Governmental Authority that constitutes or would result in a Burdensome Condition, prior to Buyer being entitled to invoke the actual or potential existence of the parties hereto a Burdensome Condition, Seller and Buyer shall cooperate with in good faith to develop a reasonably designed process under which each of Seller and Buyer shall promptly (A) provide information (subject to the other parties hereto terms and conditions of this Agreement relating to cooperation and sharing of information) reasonably requested by the other to enable the requesting party to analyze the causes and potential implications of such action, restriction, condition, limitation or requirement and (B) meet in order to (x) exchange and review their respective views as to such action, restriction, condition, limitation or requirement, (y) discuss potential approaches that would avoid such action, restriction, condition, limitation or requirement or mitigate its impact, and (z) negotiate in good faith to attempt to agree to modify the terms of this Agreement, on mutually acceptable terms and on an equitable basis, in a way that would substantially eliminate any such action, restriction, condition, limitation or requirement or sufficiently mitigate its adverse impact so that it would no longer constitute a Burdensome Condition hereunder; it being understood and agreed that if reasonable steps can be identified to avoid such action, restriction, condition, limitation or requirement or sufficiently mitigate the negative impact thereof, each party shall take, and shall cause its Affiliates to take, as applicable, all such reasonable steps.
(c) Seller and Buyer shall promptly filing notify one another of any communication it or its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other necessary applicationsparty to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, reports filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, that no party shall be required to disclose to the other any of its or its Affiliates’ confidential competitive information or any personally identifiable information of their respective officers, directors or other documents applicable individuals. Except as otherwise required or requested by the applicable Governmental Authority, neither Seller nor Buyer shall agree to participate in any meeting with any Governmental Authority having jurisdiction (other than a telephone call initiated by such Governmental Authority and not scheduled in advance) in respect of any such filings, investigation or other inquiry unless it consults with respect the other party in advance and, to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action extent permitted by such Governmental Authority, including gives the resolution of any objections, if any, as may be asserted with respect other party the opportunity to attend and participate at such meeting. Subject to the transactions contemplated by this Confidentiality Agreement and Section 7.02, Seller and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything other party may reasonably request in this Agreement to connection with the contraryforegoing; provided, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party shall be required to take disclose to the other any actionof its or its Affiliates’ confidential competitive information or any personally identifiable information of their respective officers, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture directors or other undertaking, or proposing or entering into applicable individuals. Neither party shall be required to comply with any consent decree or taking any action which the Buyer reasonably determines could be material provision of this Section 7.03(c) to the benefits expected to extent that such compliance would be derived prohibited by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapplicable Law.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
Regulatory and Other Authorizations; Consents. (a) Each of Parent and Buyer shall use commercially reasonable efforts, and shall cause their respective Affiliates to use commercially reasonable efforts, to (i) promptly obtain all Consents, Permits and Orders of all Government Authorities that may be, or become, necessary or appropriate for its execution and delivery of, and performance of its obligations pursuant to, the Parent Transaction Agreements (including the consummation of the Parent Transactions) and the Buyer Transaction Agreements (including the consummation of the Buyer Transactions) (collectively, the “Government Approvals”) and all applicable consents required by the NASDAQ Rules for the Stock Issuance, (ii) promptly secure the issuance, reissuance or transfer of all licenses and Permits, including Environmental Permits, that may be or become necessary or appropriate to operate the Business following the consummation of the Transactions; (iii) take all such actions as may be requested by any such Government Authority to obtain such Government Approvals, licenses and Permits and (iv) avoid the entry of, or effect the dissolution of, any permanent, preliminary or temporary Order, that would otherwise have the effect of preventing or materially delaying the consummation of the Transactions. Seller will cooperate with the reasonable requests of Buyer and Parent in seeking promptly to obtain all such Government Approvals and the issuance, reissuance or transfer of such licenses and Permits, provided that such required efforts shall not include any obligation to agree to or to implement any divestiture of any assets or business operations, or any restraint or limitation upon the business operations of Buyer, Parent or Seller.
(b) Seller and Buyer shall make appropriate filings of notification and report forms pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Agreement Date and will supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each Party agrees to make promptly (and in any event within the required time periods for filing under applicable Law) any filing that may be required by Law with respect to the Transactions under any other Antitrust Law, and respond as promptly as practicable to any inquiries or requests for additional information and documentary material received from any Government Authority in connection therewith. Neither Party shall (i) agree to extend any waiting period or agree to refile under any Antitrust Law or (ii) enter into any agreement with any Government Authority agreeing not to consummate the Transactions, in each case except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall have sole responsibility for the payment of all filing fees associated with Buyer’s HSR Act filings and any other similar filings required under applicable Antitrust Laws in any other jurisdictions. Seller shall have sole responsibility for the payment of all filing fees associated with Seller’s HSR Act filings and any other similar filing required under applicable Antitrust Laws in any other jurisdictions.
(c) Parent and Buyer, on the one hand, and Seller, on the other hand, shall promptly notify the other of any oral or written communication it receives from any Government Authority relating to the matters that are the subject of this Section 6.04, where practicable permit the other and its or their Representatives to review in advance and to receive copies of any communication proposed to be made by such Party to any Government Authority and provide the other with copies of all correspondence, filings (other than the initial HSR Act filings) or other communications between them or any of their Representatives, on the one hand, and any Government Authority or members of its staff, on the other hand, subject to Section 6.02(b)(vii). Parent and Buyer, on the one hand, and Seller, on the other hand, shall not agree to participate in any meeting or discussion with any Government Authority in respect of any such filings, investigation or other inquiry unless it consults with the other in advance where practicable and, to the extent permitted by such Government Authority, where practicable gives the other the opportunity to attend and participate at such meeting. Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Confidentiality Agreement and to takeSection 6.02(b)(vii), or cause to be taken, the Parties will coordinate and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto in exchanging such information and their Representatives providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking termination or expiration of any step required applicable waiting periods under the HSR Act and where practicable any other applicable Antitrust Law. Nothing in this Section 6.04(b) shall be applicable to be taken as a part of its obligations under this AgreementTax matters.
(bd) Without limiting any other provision contained in this Section 6.04, Parent and Buyer shall use best efforts to resolve such objections, if any, as may be asserted by any Government Authority with respect to the Transactions under the HSR Act and any other applicable Antitrust Law.
(e) At the request of Seller, Buyer shall contest, and shall cause its Affiliates to contest, until it becomes final and nonappealable, administratively or in court, any ruling, Order or other Action of any Government Authority or any other Person challenging the Transactions, provided that such required efforts shall not include any obligation to agree to or to implement any divestiture of any assets or business operations, or any restraint or limitation upon the business operations of Buyer, Parent, Company, Company Subsidiary, or Seller.
(f) Parent shall not, and shall not permit any of its Affiliates to, take any action (including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that would reasonably be expected to have the effect of (i) delaying, impairing or impeding the receipt of any required Government Approval or the issuance, reissuance or transfer of any Environmental Permit; (ii) delaying, impairing or impeding the expiration or termination of any applicable waiting period with respect to a Government Approval; or (iii) otherwise delaying the consummation of the Transactions.
(g) Prior to the expiration or earlier termination of the applicable waiting period imposed under the HSR Act for the Transactions, Seller shall not, and shall not permit any of its Affiliates to, acquire (directly or indirectly) such number of shares of Common Stock that would require either (i) an amendment to Seller’s HSR Act filings for the Transactions or (ii) any additional filing under the HSR Act.
(h) Each party to this Agreement Party agrees to cooperate in obtaining to obtain any other consents and approvals from any third person other than a Government Authority that may be required in connection with the transactions contemplated by Transactions (“Required Third Party Consents”). Notwithstanding anything in this Agreement and to the Companion Agreements; providedcontrary, however, that neither the Buyer Seller nor the Sellers any of its Affiliates shall be required to compensate any Personthird party, commence or participate in litigation any Action or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent Required Third Party Consent. For the avoidance of doubt, unless otherwise expressly provided for in this Agreement, no representation, warranty or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt covenant of any required consents Party contained in the Transaction Agreements shall be breached or approvalsdeemed breached, and no condition shall be deemed not satisfied by such Party, based on (i) the failure to obtain any Required Third Party Consents or (ii) any Action commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Required Third Party Consents.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(di) Notwithstanding anything in this Agreement to the contrarycontrary (including Section 6.01), the Buyer Parent acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesRepresentatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons Parent, any of its Affiliates or its or their respective successors or assigns will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer officer, Business Employee or other employee of any of the Sellers with respect to the operation of the BusinessSeller, Company or Company Subsidiary, except as specifically contemplated or permitted by this Article V VI or as otherwise consented to in writing in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Regulatory and Other Authorizations; Consents. (a) Subject The Buyers shall use their commercially reasonable efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all federal, state, provincial, local and foreign regulatory bodies and officials, including the Commissioner of Competition, that may be, or become, necessary for the execution and delivery of, performance of the obligations pursuant to, and consummation of the transactions contemplated by, this Agreement and the Transaction Documents by the Buyers, (ii) take all such actions as may be requested by any such regulatory body or official to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other provisions order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Sellers will cooperate with the reasonable requests of the Buyers in seeking promptly to obtain all such authorizations, consents, orders and approvals. Neither the Sellers nor the Buyers shall take any action that they should be reasonably aware would have the effect of materially delaying, impairing or impeding the receipt of any required approvals.
(b) The Buyers shall submit, no later than one (1) Business Day after the date of this Agreement, each party hereto shall each use its reasonable best efforts a request for an advance ruling certificate (“ARC”) pursuant to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause section 102 of the Competition Act in connection with the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of by this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required and/or a letter from the Commissioner of Competition stating that she does not intend to be taken as a part make an application under section 92 of its obligations under the Competition Act or otherwise challenge the transactions contemplated by this Agreement.
(bc) The Sellers and the Buyers each agree to make or cause to be made an appropriate filing of a notification with the Commissioner of Competition pursuant to Part IX of the Competition Act, with respect to the transactions contemplated by this Agreement as promptly as practicable, and in any event, within fifteen (15) Business Days after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Competition Act. In addition, each party agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any other antitrust or competition Law or by any other antitrust or competition authority and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such filings. The Buyers shall have responsibility for payment of the filing fees associated with the Competition Act filings, including the request for an ARC, and any other similar filings required in any other jurisdictions, and each of the Sellers and the Buyers shall have responsibility for its other costs associated with the Competition Act filings, and any other similar filings required in any other jurisdictions.
(d) Each party to this Agreement shall promptly notify the other parties of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any communication proposed to be made by such party to any Governmental Authority relating to the matters that are the subject of this Agreement and provide the other parties with copies of all related correspondence, filings or other communications between them or any of their officers, directors, employees, representatives or agents, on the one hand, and any Governmental Authority or members of its staff, on the other hand. No party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 5.6, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the Competition Act or other antitrust or competition Laws.
(e) In the event that the parties receive a request for additional information in response to the Competition Act filing or any filing required by any other antitrust or competition Law or by any other antitrust or competition authority (a “Second Request”), the parties will use their respective best efforts to respond to such Second Request as promptly as possible and counsel for both parties will closely cooperate with each other during the entire Second Request review process.
(f) The Buyers and the Sellers shall file with the Committee on Foreign Investment in the United States (“CFIUS”) the joint voluntary notice under Section 721 of Title VII of the Defense Production Act of 1950, as amended, including the Exon-Xxxxxx and Foreign Investment and National Security Act (“FINSA”) amendments (“Exon-Xxxxxx/FINSA”) and the regulations promulgated thereunder, in order to obtain the CFIUS Approval with respect to the transactions contemplated by this Agreement. The parties shall promptly provide CFIUS with any additional information requested by CFIUS during the review process pursuant to Exon-Xxxxxx/FINSA. Subject to Section 5.7(g), the parties, in cooperation with each other, shall take all steps necessary to obtain (i) notification issued by CFIUS that it has determined that (A) the transactions contemplated by this Agreement do not fall within the jurisdiction for review under Exon-Xxxxxx/FINSA, (B) it has concluded its review under Exon-Xxxxxx/FINSA and has determined not to conduct an investigation or (C) if an investigation is conducted, that the United States government will not take action to prevent the consummation of the transactions contemplated by this Agreement or (ii) the President of the United States shall not take action to block or prevent the consummation of transactions contemplated by this Agreement and the applicable time period for such action under Exon-Xxxxxx/FINSA shall have expired (the notification described in (i) or event described in (ii), the “CFIUS Approval”) as promptly as practicable.
(g) In connection with taking steps necessary to obtain the CFIUS Approval or the consent of the Commissioner of Competition, the Guarantor and the Buyers shall not be required to (i) sell, divest, terminate, hold separate, or otherwise dispose of any of the material businesses, properties or assets of the Guarantor or the Buyers, or agree to any such action for the material businesses, properties or assets of the QNX Entities, (i) agree to any condition materially affecting its control over or operation of their businesses or the businesses of the QNX Entities or (iii) agree to any other condition that would be reasonably likely to have a material adverse effect on the businesses of the Guarantor, the Buyers or the QNX Entities.
(h) The Buyers agree that complying with any of the steps referred to in this Section 5.7 shall not lead to any adjustments to the Purchase Price.
(i) Each party agrees to cooperate provide reasonable cooperation to the other party in connection with obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsTransaction Documents.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Harman International Industries Inc /De/)
Regulatory and Other Authorizations; Consents. (a) Subject Each of the parties hereto shall cooperate and use its commercially reasonable efforts (which reasonable efforts expressly exclude, except to the extent provided for in the DIP Budget, any obligation on Seller’s part to pay any fee or other provisions of this Agreementamount to any third party for its consent, each party hereto shall each use its reasonable best efforts waiver, authorization or the like) to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement and the Companion Agreements; providedAgreement, however(ii) obtain any consents, that neither the Buyer nor the Sellers shall be licenses, permits, waivers, approvals, authorizations or orders required to compensate any Personbe obtained or made in connection with the authorization, commence or participate in litigation or offer or grant any accommodation execution and delivery of this Agreement and, to the extent that the need for the same is not obviated by the entry of the Sale Order, the consummation of the transactions contemplated hereby, and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby required under any Law, including applicable securities Law, and the rules and regulations of any stock exchange on which the securities of any of the parties are listed or quoted (including the Nasdaq Stock Market).
(b) The parties hereto shall cooperate and consult with each other in seeking necessary consultation connection with the making of all such filings and prompt favorable action by such Governmental Authoritynotices, including by providing copies of all such documents to the resolution non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice to the extent practicable. No party to this Agreement shall consent to any voluntary extension of any objectionsstatutory deadline or waiting period or to any voluntary delay of the consummation and the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if any, as may which consent shall not be asserted with respect to unreasonably withheld or delayed. Each party shall promptly inform the others of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. To the extent practicable, no party to this Agreement shall agree to participate in any meeting with any Governmental Body in respect of any filing with such body, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) participate at such meeting. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business nothing herein shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly be construed to require Purchaser to provide Seller or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertakingAffiliates with copies of, or proposing approval over or entering into any consent decree material related to any necessary or taking appropriate filings with any action which the Buyer reasonably determines could be material Governmental Body or self-regulatory organization other than as specifically relates to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Response Genetics Inc), Asset Purchase Agreement (Cancer Genetics, Inc)
Regulatory and Other Authorizations; Consents. (a) Subject Buyer shall, and shall cause its Affiliates to, take any and all reasonable steps to (i) promptly obtain all approvals of applicable Governmental Authorities that may be, or become, necessary for the other provisions execution and delivery of, and performance of its obligations pursuant to, the Transaction Agreements (including the consummation of the transactions contemplated thereby), and to furnish promptly any additional information and documentary material that may be requested by a Governmental Authority (including to promptly make available any information and appropriate personnel in response to any queries made by a Governmental Authority, which may include information regarding this Agreement, each party hereto shall each use its reasonable best efforts Buyer’s capabilities as the potential purchaser of the Transferred Assets or other matters), (ii) promptly secure the issuance, reissuance or transfer of all licenses and permits that may be or become necessary to perform its obligations under this Agreement and to take, or cause to be takenoperate the Business following the Closing, and do(iii) take all such actions as may be requested by any such Governmental Authority to obtain such approvals, licenses and permits. Seller will cooperate with the reasonable requests of Buyer in seeking promptly to obtain all such approvals of applicable Governmental Authorities and the issuance, reissuance or transfer of such licenses and permits. Buyer shall, and shall cause to be doneits Affiliates to, pay all things necessary, proper fees or advisable under make other payments required by applicable Law to any Governmental Authority in order to obtain all consents required under this Agreement any such approvals, licenses and permits, except for any and all regulatory approvals past due amounts that were due and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or payable prior to or on the End Closing Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party of Buyer and Seller shall promptly notify the other of any oral or written communication it or any of its Representatives receives from any Governmental Authority relating to the matters that are the subject of this Agreement agrees Section 7.3, permit the other Party and its Representatives to cooperate review in obtaining advance any consents communication relating to the matters that are the subject of this Section 7.3 proposed to be made by such Party to any Governmental Authority and approvals provide the other Party with copies of all substantive correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that may be required in connection with are the transactions contemplated by subject of this Agreement and the Companion Agreements; Section 7.3, provided, however, that neither materials may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements or applicable Law and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Neither Buyer nor the Sellers Seller shall be required agree to compensate any Person, commence or participate in litigation any meeting or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents discussion with any Governmental Authority having jurisdiction in respect of any such filings, investigation or other inquiry unless it consults with respect the other party in advance and, to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action extent permitted by such Governmental Authority, including gives the resolution of any objections, if any, as may be asserted with respect other party the opportunity to attend and participate at such meeting. Subject to the transactions contemplated by Confidentiality Agreement and any other applicable terms and conditions of this Agreement the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Companion Agreements under any applicable Law regarding antitrust mattersother party may reasonably request in connection with the foregoing.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (VYNE Therapeutics Inc.), Asset Purchase Agreement (Journey Medical Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party hereto Parent and the Purchaser shall each use its reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all federal, state and 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 under pursuant to, this Agreement and to take, or cause to be taken, the Ancillary Agreements and do, or cause to be done, all things necessary, proper or advisable under applicable Law the Seller will cooperate with each of the Parent and the Purchaser in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause approvals; it being understood that the transactions contemplated hereby to Seller shall not be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreementpay any fees or other payments to any such regulatory bodies or officials in order to obtain any such authorization, consent, order or approval (other than normal filing fees).
(b) Each party hereto agrees to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to promptly make any other filing that may be required under any antitrust Law or by any antitrust authority. Each of the Parent and the Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any United States or foreign governmental antitrust authority or any other party so as to enable the parties to expeditiously close the transactions contemplated hereby, including without limitation, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of such of its assets or businesses or of the Assets or the Shares to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. Each party shall bear its respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions.
(c) The Parent will take all action necessary to hold an extraordinary general meeting of its shareholders (the "EXTRAORDINARY MEETING OF SHAREHOLDERS") as promptly as reasonably practicable following the date of this Agreement and, in any event, within 45 days after the Seller has delivered the Audited Financial Statements to the Parent, to consider and vote upon the approval of this Agreement and the transactions contemplated hereby and related matters. Subject to the fiduciary duties of the Parent's board of directors and the requirements of applicable Law, the Parent agrees to (i) unanimously recommend to its shareholders approval of this Agreement and the transactions contemplated hereby and related matters and not to withdraw or modify in a manner adverse to the Seller such recommendation, and (ii) use its best efforts to obtain from its shareholders the approval and adoption of this Agreement and the transactions contemplated hereby and related matters. Parent will take all action necessary to prepare the Offering Circular, and shall cause the Offering Circular to comply as to form and substance in all material respects with the applicable requirements of the London Stock Exchange and other applicable Law. The Seller agrees upon reasonable request by the Purchaser to furnish the Purchaser with all information concerning itself and its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with the Offering Circular; PROVIDED, HOWEVER, that the Seller shall in no event be required to disclose nonpublic information other than required financial information.
(d) Each party hereto agrees to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Ancillary Agreements; providedPROVIDED, howeverHOWEVER, that neither the Buyer nor the Sellers Seller shall not be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer The Seller shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make use all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws reasonable efforts to obtain any the consent of SAP America, Inc. required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer hereby and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyAncillary Agreements.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Viacom Inc), Stock Purchase Agreement (Pearson PLC)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party parties hereto shall each cooperate and use its commercially reasonable best efforts to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Requirement of Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement and the Companion Agreements; providedAgreement, however(ii) obtain any consents, that neither the Buyer nor the Sellers shall be licenses, permits, waivers, approvals, authorizations or orders required to compensate any Personbe obtained or made in connection with the authorization, commence or participate in litigation or offer or grant any accommodation execution and delivery of this Agreement and, to the extent that the need for the same is not obviated by the entry of the Sale Approval Order, the consummation of the transactions contemplated hereby, and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither within fifteen (15) calendar days of the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delayingdate hereof, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby required under any Requirement of Law, including applicable securities and antitrust Requirements of Law, and the rules and regulations of any stock exchange on which the securities of any of the parties are listed or traded. Commercially reasonable efforts shall not obligate the Seller or the Purchaser to make or offer to make any payments to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders.
(b) The parties hereto shall cooperate and consult with each other in seeking necessary consultation connection with the making of all filings and prompt favorable action by such Governmental Authoritynotices which the parties are required to make, including by providing copies of all such documents to the resolution non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice to the extent practicable. No party to this Agreement shall consent to any voluntary extension of any objectionsstatutory deadline or waiting period or to any voluntary delay of the consummation of the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if any, as may which consent shall not be asserted with respect to unreasonably withheld or delayed. Each party shall promptly inform the others of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement and Agreement. To the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in extent practicable, no party to this Agreement shall agree to participate in any meeting with any Governmental Body in respect of any filing with such body, investigation or other inquiry unless it consults with the other party in advance and, to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or extent permitted by this Article V or as otherwise consented such Governmental Body, gives the other party the opportunity to in advance by an executive officer of a Sellerattend and participate at such meeting.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Syms Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be takenefforts, and doshall cooperate with the other party, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement authorizations, consents, orders, approvals, exemption, waivers of all federal, state and all local regulatory approvals bodies and officials and any other third parties that may be or become necessary to satisfy all conditions to its obligations under this Agreement effect the transactions contemplated hereby and by the Ancillary Agreements, and each party shall use commercially reasonable efforts to cause the consummation of such transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto conditions hereof and their Representatives thereof and to cause all conditions contained in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; providedAncillary Agreements to be satisfied. Without limiting the foregoing, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person ADP will use commercially reasonably efforts to obtain any such consent or approvalthe Landlord Certificates, duly executed by the owners of the Leased Properties. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would have with the effect intention of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(db) Notwithstanding anything in this Agreement herein to the contrary, to the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns extent that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to Purchased Assets are not assignable without the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer consent of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrarythird party, neither the Buyer this Agreement, nor any of its Subsidiaries the instruments or documents executed and delivered in connection herewith or contemplated hereby, shall be required to take any action, including responding to and/or defending any court constitute an assignment or administrative proceeding, proposing or making any divestiture or other undertakingassumption thereof, or proposing attempted assignment or entering into any consent decree attempted assumption thereof, if such assignment or taking any action which the Buyer reasonably determines could be material attempted assignment, or assumption or attempted assumption, would constitute a breach thereof. If, prior to the Closing, ADP has not obtained a Required Consent and Purchaser elects to proceed with Closing, then, after the Closing, at Purchaser’s request, ADP shall cooperate with Purchaser to obtain such Required Consent and other consents related to the Purchased Assets as soon as reasonably practicable and/or in any reasonable arrangement requested by Purchaser to provide to Purchaser the benefits expected thereof subject to the performance by Purchaser of ADP’s obligations under such Purchased Assets (except for Excluded Liabilities). This Section 5.3(b) shall not limit Purchaser’s right to be derived by the Buyer as a result indemnified for Losses resulting from ADP’s breach of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebycovenants under this Agreement.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to The Acquiror and the other provisions of this AgreementSeller shall, each party hereto and the Seller shall each cause the Companies to, use its their respective commercially reasonable best efforts to perform take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its obligations part under this Agreement and applicable Laws to take(i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities or any other Person that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements, (ii) within 20 Business Days following the date hereof or as soon as reasonably practicable thereafter, file, or cause to be takenfiled or submitted to such Governmental Authorities (including state departments of insurance or similar Governmental Authorities) all notices, applications, documents and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required materials necessary in connection with the transactions contemplated by this Agreement and the Companion Agreementsconsummation of such transactions; provided, however, that neither the Buyer nor (Change of Control) Form A application required to be filed by the Sellers Acquiror with the South Carolina Department of Insurance in respect of KIC shall be required filed within twenty-five Business Days of the date of this Agreement, and (iii) take such commercially reasonable actions as may be requested by any such Governmental Authority to compensate obtain such authorizations, consents, orders and approvals. The Seller and the Acquiror each will cooperate with the reasonable requests of the other in promptly seeking to obtain all such authorizations, consents, orders and approvals. As necessary to obtain the approval of the South Carolina Department of Insurance and any Personother Governmental Authority, commence or participate the Seller and the Acquiror agree to negotiate in litigation or offer or grant any accommodation (financial or otherwise) good-faith with respect to any Person conditions or requirements 34 proposed by the South Carolina Department of Insurance or other Governmental Authority in respect of the proposed change of control of KIC or other filings and ultimately to accept any such conditions or requirements necessary to obtain any a required approval unless they, individually or in the aggregate with such consent other conditions or approvalrequirements that may be proposed, constitute a Burdensome Condition. Neither the Sellers Seller nor the Buyer Acquiror shall take any action that they it should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) Each party agrees to make as promptly as practicable any filing that may be required under any antitrust or approvalscompetition law or by any antitrust or competition authority, including any Form E filings required under applicable insurance Laws.
(c) Each party hereto to this Agreement shall promptly notify the other parties of any substantive communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and, to the extent reasonably practicable, permit the other parties to review in advance any proposed written communication by such party to any Governmental Authority and shall make provide each other with copies of all substantive correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that each party may redact from such correspondence, filings and submissions required communications provided to the other party any confidential information of such party and or its Affiliates. No party to this Agreement shall take all actions necessary, proper or advisable under applicable Laws agree to obtain participate in any required approval of substantive meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it advises the other parties in advance of such meeting and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with jurisdiction over each other in exchanging such information and providing such assistance as the transactions contemplated herebyother parties may reasonably request in connection with the foregoing.
(d) Prior to the Closing, the Seller shall use all commercially reasonable efforts to obtain and deliver to the Acquiror consents of each third party listed in Section 5.06(d) of the Disclosure Schedule in form and substance reasonably satisfactory to the Acquiror (such consents, the “Required Consents”), including the entry by KIC into a new Contract on substantially similar terms as any Master Contract listed on such schedule. Each party hereto shall use its reasonable best efforts to furnish this Agreement agrees to cooperate in obtaining the appropriate Governmental Authority all information Required Consents and any other consents and approvals that may be required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyby the Transaction Agreements.
(e) The Seller acknowledges that the Acquiror intends to redomesticate KIC to Texas and merge the Companies into the Acquiror following the Closing (such transactions collectively, the “Merger”). Acquiror will use all commercially reasonable efforts to assure that Acquiror, as soon as reasonably practicable after the Merger and as the surviving entity of the Merger, will have and retain all licenses and permits necessary to conduct the business of KIC including the Coinsured Business. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall Seller will cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyreasonable requests of Acquiror, and take all actions and deliver all information reasonably requested by Acquiror, in seeking order to assist the Acquiror in obtaining all such approvals required in connection with the Merger and obtaining all such licenses and permits. The parties acknowledge and agree that Acquiror’s efforts to obtain approval for the Merger shall be conducted in a manner that does not interfere in any way with obtaining necessary consultation with approvals and prompt favorable action by such Governmental Authority, including consents for the resolution of any objections, if any, as may be asserted with respect to the transactions transaction contemplated by this Agreement and that for purposes of all of the Companion Agreements under any applicable Law regarding antitrust matters.
representations, warranties and covenants of Seller (dother than Section 5.06(d) Notwithstanding anything and this Section 5.06(e)) contained in this Agreement, any reference to a transaction contemplated by this Agreement shall not be deemed to refer to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerMerger.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Prior to the other provisions of this AgreementClosing, each party of the parties hereto shall each use its commercially reasonable best efforts to perform (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Bodies that are necessary for its execution and delivery of, performance of its obligations under pursuant to, and consummation of the transactions contemplated by, this Agreement and to takethe Ancillary Agreements and (ii) avoid the entry of, or cause to be takeneffect the dissolution of, and doany decree, order, judgment, injunction, temporary restraining order or cause to be doneother order in any suit or proceeding, all things necessary, proper that would otherwise have the effect of preventing or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause materially delaying the consummation of the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under by this Agreement.
(b) If not previously made, each party agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any antitrust or competition Requirements of Law or by any antitrust or competition Governmental Body. The fees associated with such filings shall be borne forty percent (40%) by the Unit Holders, on the one hand, and sixty percent (60%) by Coty, on the other hand.
(c) Prior to the Closing, each party shall promptly notify the other parties of any oral or written communication it receives from any Governmental Body relating to the matters that are the subject of this Agreement, permit the other parties to review in advance any communication proposed to be made by such party to any Governmental Body and provide the other parties with copies of all correspondence, filings or other communications between them or any of their representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand (subject to appropriate redactions to protect any privileged or commercially sensitive information). Prior to the Closing, no party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Body in respect of any such filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Body, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 6.3, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information (subject to appropriate redactions to protect any privileged or commercially sensitive information) and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any similar Requirements of Law.
(d) Prior to the Closing, each party shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated by this Agreement under the HSR Act and any similar Requirements Law in any other relevant non-United States jurisdiction. Each party to this Agreement agrees to cooperate in obtaining to obtain any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Ancillary Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(ce) Each Prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and shall reasonably cooperate with each other to fulfill, as soon as reasonably practicable the conditions specified in ARTICLE VII to the extent that the fulfillment of such conditions is within its, his or her control. In connection with the foregoing, prior to the Closing, each party hereto promptly shall make will (a) execute and deliver the Ancillary Agreements and (b) comply with all filings and submissions required applicable Requirements of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with its execution, delivery and performance of this Agreement, the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement Ancillary Agreements and the transactions contemplated hereby, hereby and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersthereby.
(df) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf nothing in this Agreement shall require, or be construed to require, Coty or any of itself and its Affiliates to proffer to, or agree to, sell, license or dispose of or hold separate and its and their directorsagree to sell, officers, employees, Affiliates, agents, representatives, successors and assigns that license or dispose of before or after the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectlyClosing, any directionsassets, ordersbusinesses, adviceor interest in any assets or businesses of Coty, aid, assistance the Company or information any of its or their respective Affiliates (or to consent to any directorsale, officer license, or employee of disposition, or agreement to sell, license or dispose, any assets or businesses by any of the Sellers with respect to Unit Holders, the operation of the Business, except as specifically contemplated Company or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any actionSubsidiaries); and the Unit Holders, including responding to and/or defending any court or administrative proceedingAspen Sub, proposing or making any divestiture or other undertakingX. Xxxxxxxx, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer Company and its Subsidiaries shall not take or the Business as currently conducted or as contemplated agree to be conducted following the transactions contemplated herebytake on any such action without Coty’s prior written consent.
Appears in 1 contract
Samples: Contribution Agreement (Coty Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject Each party hereto agrees to make an appropriate filing of a notification and report form pursuant to the HSR Act and any other provisions of Regulatory Law with respect to the transactions contemplated hereby within two (2) Business Days after the date hereof. Purchaser will be responsible for paying the filing fees incurred by PinnOak, the Selling Unit Holders and Purchaser in connection with the HSR Act filing and any other similar filings required pursuant to any other Regulatory Law.
(b) Upon the terms and subject to the conditions set forth in this Agreement, each party hereto PinnOak and Purchaser shall each use its their respective commercially reasonable best efforts to perform its obligations under this Agreement and promptly (i) to take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement; (ii) to obtain from any Governmental Authority or third parties any actions, non-actions, clearances, waivers, consents, approvals, authorizations, permits or orders required to be obtained by PinnOak, Purchaser or any of their respective Affiliates in connection with the authorization, execution, delivery and performance of this Agreement and the Companion Agreements; provided, however, that neither consummation of the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the other transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to ; (iii) furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law or any applicable regulations of any Governmental Authority in connection with the transactions contemplated by this Agreement, including filings in connection with the HSR Act and any other Regulatory Law, and to supply promptly any additional information and documentary material that may be requested in connection with such filings or applications; and (iv) avoid the entry of, or have vacated or terminated, any Governmental Order that would restrain, prevent or delay the Closing, including defending against and opposing any lawsuits or other proceedings, whether judicial or administrative, reviewing or challenging this Agreement or the consummation of the other transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreedWithout limiting this Section 6.4(b), if applicable. Each of the parties hereto shall will cooperate with the other parties hereto in promptly filing and use all commercially reasonable efforts to avoid or eliminate each and every impediment under any other necessary applications, reports or other documents with Regulatory Law that may be asserted by any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution consummation of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement, in all events so as to enable the Closing to occur as soon as reasonably possible (and in any event, no later than August 31, 2007); provided, that, notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not be required to (x) waive any substantial rights or accept any substantial limitations on its operations in respect of any assets or businesses owned by Purchaser or any of its Affiliates or PinnOak and its Subsidiaries, in each case as of the date of this Agreement and (the Companion Agreements under “Existing Assets”) or (y) sell, divest of, license or dispose of any applicable Law regarding antitrust mattersExisting Assets or (z) otherwise limit the freedom of action with respect to any of the Existing Assets, in each case, in a manner that is materially adverse to its interests or is materially burdensome.
(dc) Notwithstanding anything As used in this Agreement to Agreement, “Regulatory Law” means the contraryXxxxxxx Antitrust Act, as amended, the Buyer acknowledges on behalf of itself Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and its Affiliates and its and their directorsall other Laws, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court Governmental Orders or administrative proceedingor judicial doctrines that are designed or intended to prohibit, proposing restrict or making any divestiture regulate actions having the purpose or other undertaking, effect of monopolization or proposing restraint of trade or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result lessening of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebycompetition.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject During the Pre-Closing Period, the Companies and their Subsidiaries, as necessary, shall use commercially reasonable efforts to obtain the consent or approval (or waiver thereof) of any Person (excluding a Governmental Entity) that is listed on Schedule 2.11(f), subject to the other provisions of this AgreementSection 7.3; provided, however, that none of the Companies nor any Subsidiary of a Company shall have any obligation to offer or pay any consideration in order to obtain any such consents or approvals. During the Pre-Closing Period, Buyers shall act diligently and reasonably to cooperate with the Companies and their Subsidiaries in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.3(a).
(b) Subject to the terms and conditions herein provided, each party hereto of the Companies and Buyers shall, and the Companies shall each cause their Subsidiaries to, use its their respective reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all action, and to do, or cause to be donedone as promptly as practicable, all things necessary, proper or proper, and advisable under applicable Law Laws or required by any Governmental Entity in connection with the sale of the Equity Interests or to permit the consummation of the transactions contemplated by this Agreement as promptly as practicable. Subject to appropriate confidentiality protections, each of the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, furnish to the other such necessary information and reasonable assistance as such other Party may reasonably request in connection with the foregoing.
(c) Each of the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, cooperate with one another and use their respective reasonable best efforts to prepare all necessary documentation (including furnishing all information required under the HSR Act or any similar Laws of any other jurisdiction (collectively, “Antitrust Laws”)) to effect promptly all necessary filings with any Governmental Entity and to obtain all consents required under this Agreement and all regulatory consents, waivers, approvals and waiting period expirations and terminations of any Governmental Entity necessary to satisfy consummate the Transactions. Each of the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, provide to the other copies of all conditions correspondence between it (or its advisors) and any Governmental Entity with regulatory jurisdiction over enforcement of any applicable Antitrust Law (each, an “Antitrust Authority”) or other Governmental Entity relating to its obligations under the Transactions or any of the matters described in this Agreement Section 7.3. Each of the Companies and to Buyers shall, and the Companies shall cause their Subsidiaries to, promptly inform the transactions contemplated hereby to be effected as soon as practicableother of any oral communication with, but and provide copies of written communications with, any Governmental Entity regarding any such filings or any such transaction. Neither the Companies nor Buyers shall, and the Companies shall cause their Subsidiaries not to, independently participate in any event on meeting with any Governmental Entity in respect of any such filings, investigation, or other inquiry without giving the other Party prior notice of, and an opportunity to consult with the other Party in advance of, the meeting and, to the End Dateextent permitted by such Governmental Entity, in accordance with the terms opportunity to attend and/or participate. To the extent permissible under applicable Law, each of this Agreement the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, consult and cooperate fully with each other party hereto and their Representatives in connection with any step required analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the Antitrust Laws or related to a filing. Each of the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, furnish the other with copies of all of the foregoing information or documents, provided that it may, as it deems advisable, designate any competitively sensitive materials provided to the other under this Section 7.3 or any other section of this Agreement as “outside counsel only” or “outside antitrust counsel only.” Such materials and the information contained therein shall be given only to outside counsel or outside antitrust counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the Party providing such materials. Notwithstanding anything to the contrary herein and in good faith consultation with Sellers’ Representative, Buyers shall determine the strategy to be taken as a part pursued for obtaining and lead the effort to obtain all consents, waivers, approvals and waiting period expirations and terminations of its obligations under this Agreement.
(b) Each party any Governmental Entity necessary to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with consummate the transactions contemplated by this Agreement and each of the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer Companies shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsall reasonable actions to support Buyers in connection therewith.
(cd) Each party hereto Without limitation of the foregoing, each of the Companies and Buyers shall, and the Companies shall cause their Subsidiaries to, file or provide, or cause to be filed or provided (including by their “ultimate parent entity” as that term is defined in the HSR Act), as promptly shall make all filings as practicable to any Antitrust Authority information and submissions required of documents requested by such party and shall take all actions Antitrust Authority or necessary, proper proper, or advisable to permit consummation of the Transactions, including filing any pre-merger notification and report form and related material under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each (and any similar Law enforced by any Antitrust Authority regarding pre-acquisition notifications for the purpose of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted competition reviews) with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof, and to thereafter respond as promptly as practicable and advisable to any request for additional information or documentary material that may be made under the HSR Act (and any similar Law enforced by any Antitrust Authority regarding pre-acquisition notifications for the purpose of competition reviews). Buyers shall pay all filing and related fees in connection with any such filings that must be made by any of the Parties under all Antitrust Laws. Any fees and expenses of the Companies and any Subsidiaries thereof in responding to any requests for additional information shall be borne equally by Buyers, on the one hand and the Companion Agreements Sellers, on the other hand. Buyers hereby covenant and agree to use their reasonable best efforts to cause the filings under the HSR Act and other applicable Antitrust Laws to be considered for grant of “early termination” and make any applicable Law regarding antitrust mattersfurther filings pursuant thereto that may be necessary, proper, or advisable in connection therewith.
(de) Whether or not the Transactions are consummated, Buyers, on the one hand, and Sellers, on the other hand, shall pay all reasonable out-of-pocket fees and expenses related to Buyers’ and the Companies’ and their Subsidiaries’ response(s) to any requests by a Governmental Entity under any Antitrust Law for additional information and documentary material relevant to the Transactions or other information request from a Governmental Entity under any Antitrust Law (including legal fees and expenses, and fees and expenses associated with any consultants, vendors, accountants, economists or other professionals hired with the approval of Buyers or their outside counsel). Buyers and the Sellers shall bear their own respective legal fees in connection with the Buyers’ and the Companies’ and their Subsidiaries’ respective counsels in defending such proceeding.
(f) Notwithstanding the foregoing, Buyers shall, and shall cause their Affiliates to, take all actions necessary to avoid or eliminate each and every impediment under any Antitrust Law so as to enable the consummation of the Transactions to occur as soon as reasonably possible (and in any event no later than the Termination Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyers their its Affiliates, (ii) terminating existing relationships, contractual rights or obligations of Buyers or their Affiliates, (iii) terminating any venture or other arrangement and (iv) otherwise taking or committing to take actions that after the Closing Date would limit Buyers’ or their Affiliates’ freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines, intellectual property or assets of Buyers or their Affiliates, including, after the Closing, the Companies and their Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the Transactions; provided that notwithstanding the foregoing, or anything else in this Agreement to the contrary, nothing in this Agreement shall require Buyers or any of their Affiliates to propose, agree to, or accept any undertaking, or take any action that would prohibit or limit the Buyer acknowledges freedom of action with respect to, limit its ability to retain, or place any conditions on, the ownership or operation by Buyers or their Affiliates of any portion of the business or assets of Buyers or their Affiliates, or the Companies or their Subsidiaries or Affiliates, or compel Buyers or their Affiliates, or the Companies or their Subsidiaries or Affiliates, to dispose of, divest, hold separate or license any portion of the business, assets or Intellectual Property of Buyers or their Affiliates or the Companies or their Subsidiaries or Affiliates, in each case to the extent such proposal, agreement, acceptance or action, individually or in the aggregate, would reasonably be expected to result in a material impact on behalf of itself and its Affiliates and its the Companies and their directorsSubsidiaries, officerstaken as a whole, employeesor Buyers and their Subsidiaries (other than the Companies and their Subsidiaries), Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except taken as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Sellerwhole.
(eg) Notwithstanding anything in From the date of this Section 5.05 to the contraryAgreement until Closing, neither the Buyer Buyers nor any of its Subsidiaries their Affiliates shall be required to take effect any actiontransaction, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree joint venture or taking acquiring or agreeing to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any action which the Buyer reasonably determines could be material equity in, or by any other manner, any assets or Person, if such transaction is primarily related to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyRestricted Business.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer CCBCC Parties nor the Sellers CCBU Parties shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers CCBCC Parties nor the Buyer CCBU Parties shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer CCBCC Parties and the Sellers CCBU Parties shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, (i) the Buyer acknowledges CCBCC Parties acknowledge on behalf of itself and its themselves, their Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the CCBU Business shall remain in the dominion and control of the Sellers CCBU Parties until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers CCBU Parties with respect to the operation of the CCBU Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerCCBU Party, and (ii) the CCBU Parties acknowledge on behalf of themselves, their Affiliates and their directors, officers, employees, agents, representatives, successors and assigns that the operation of the CCBCC Business shall remain in the dominion and control of the CCBCC Parties until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the CCBCC Parties with respect to the operation of the CCBCC Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a CCBCC Party.
(e) Notwithstanding anything in this Section 5.05 to the contrary, (i) neither the Buyer CCBCC Parties nor any of its their Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer CCBCC Parties reasonably determines determine could be material to the benefits expected to be derived by the Buyer CCBCC Parties as a result of the transactions contemplated hereby or be material to the business of the Buyer CCBCC Parties and its their Subsidiaries or the CCBU Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby, and (ii) neither the CCBU Parties nor any of their Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the CCBU Parties reasonably determine could be material to the benefits expected to be derived by the CCBU Parties as a result of the transactions contemplated hereby or be material to the business of the CCBU Parties and their Subsidiaries or the CCBCC Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Exchange Agreement (Coca Cola Bottling Co Consolidated /De/)
Regulatory and Other Authorizations; Consents. (a) Subject to During the other provisions of this AgreementPre-Closing Period, each party hereto the Company shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to takeobtain the consent or approval (or waiver thereof) of, or cause to be takenprovide notice to, any Person (excluding a Governmental Body) that is necessary for the execution and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms delivery of this Agreement and shall cooperate fully or with each other party hereto and their Representatives in connection with any step required respect to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion AgreementsContemplated Transactions; provided, however, that neither none of Buyer, the Buyer nor the Sellers Company or their respective Affiliates shall be required have any obligation to compensate any Person, commence or participate in litigation or offer or grant pay any accommodation (financial or otherwise) to any Person consideration in order to obtain any such Consents or approvals. During the Pre-Closing Period, subject to the previous sentence, Buyer and Merger Sub shall reasonably cooperate with the Company in attempting to obtain the Consents, approvals and waivers contemplated by this Section 8.4(a), including providing to such Person(s) such financial statements and other financial information in their possession as such Person(s) may reasonably request.
(b) The parties hereto shall use commercially reasonable efforts, and shall reasonably cooperate with each other, in attempting to obtain any Consents and approvals (or waivers thereof) of, or file any notices, reports and other documents with, any Governmental Body required to permit the consummation of the Contemplated Transactions. To the extent permitted by Applicable Law, Buyer and the Company shall advise each other as to developments with respect to the status of receipt of any such Consents, approvals, waivers and filings. Without limitation of the foregoing, Buyer and the Company agree to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the Contemplated Transactions within one (1) Business Day after the date hereof and, if requested by the Buyer, request early termination of the applicable waiting period. The parties hereto shall use commercially reasonable efforts to promptly respond to any requests for additional information from any Governmental Body in respect thereof. Buyer and the Company hereby covenant and agree to use their respective commercially reasonable efforts to secure expiration or termination of any waiting periods under the HSR Act or any other antitrust or competition law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) and/or any other Governmental Body under any antitrust or competition law, as applicable, for the Merger and the other Contemplated Transactions. Notwithstanding anything to the contrary in this Agreement (including this Section 8.4), the parties hereto understand and agree that neither Buyer nor any of its Affiliates shall be obligated to (and, without Buyer’s prior written consent, neither the Company nor any of its Affiliates shall) (i) (A) enter into any settlement, undertaking, consent decree, stipulation or approval. Neither agreement with the Sellers nor FTC, DOJ or other Governmental Body in connection with the Buyer shall Contemplated Transactions, (B) divest, license, dispose of, transfer or otherwise hold separate (including by establishing a trust or otherwise), or take any other action or undertaking with respect to, any of Buyer’s, the Company’s or any of their respective Affiliates’ businesses, assets or properties, (C) litigate, challenge or take any action that they should be reasonably aware would with respect to any action or proceeding by any Person, including any Governmental Body or (D) agree to do any of the foregoing (each of the foregoing clauses (A) through (D), a “Burdensome Condition”) or (ii) “withdraw and refile” any filing under the HSR Act pursuant to 16 C.F.R. 803.12 on more than one occasion; provided, that, at the written request of Buyer, the Company shall agree to any Burdensome Condition to the extent such action is (x) conditioned upon the occurrence of the Closing and (y) does not adversely affect the Securityholders’ rights to receive Milestone Payments in any respect. Buyer shall have the effect of delayingright to control and direct all interactions (including all correspondences, impairing meetings, proposals and negotiations) with any Governmental Body in connection with all notices, filings, approvals or impeding clearances sought in connection with the receipt of Contemplated Transactions, including under any required consents antitrust or approvalscompetition laws.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 herein to the contrary, neither the Company nor Buyer nor any of its Subsidiaries shall be required obligated to take contest any action, including responding to and/or defending final action or decision taken by any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which Governmental Body challenging the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result consummation of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyContemplated Transactions.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to Not later than 10 Business Days after the other provisions date of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents if required under this Agreement the HSR Act, each of Medfusion and all regulatory approvals the Purchaser shall file with the Federal Trade Commission (the “FTC”) and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to Antitrust Division of the End Date, United States Department of Justice (the “Antitrust Division”) a pre-merger notification in accordance with the terms HSR Act with respect to the sale of the Company Units by the Selling Members to the Purchaser pursuant to this Agreement Agreement. Each of Medfusion, the Selling Members and the Purchaser shall cooperate fully with each other party hereto furnish promptly to the FTC and their Representatives the Antitrust Division any additional information requested by either of them pursuant to the HSR Act in connection with any step required to be taken as a part such filings. The Purchaser shall pay one-half of its obligations under this Agreementthe applicable HSR Act filing fees.
(b) Each party of the Companies, the Selling Members and the Purchaser shall use reasonable best efforts to obtain all other authorizations, consents, orders, certificates, exemptions and/or other approvals of all other Governmental Authorities or professional accreditation organizations that may be or become necessary or required for the performance of its respective obligations pursuant to this Agreement agrees to and will cooperate in obtaining any consents and approvals that may be required in connection fully with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate other parties in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders, certificates, exemptions and/or other approvals. Neither the Sellers nor the Buyer shall The Parties hereto will use reasonable best efforts to not take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party Party hereto promptly shall make all filings agrees to cooperate in obtaining any other consents and submissions required approvals that are set forth in Section 6.05 of such party and shall take all actions necessarythe Disclosure Schedule; provided, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish however, that notwithstanding anything to the appropriate Governmental Authority all information required for contrary in this Agreement, such action shall not include, without the prior written consent of the Purchaser, any application requirement of the Companies or other filing the Subsidiaries to be made pursuant pay money to any applicable Law third party, commence or participate in connection with any litigation, offer or grant any accommodation or undertake any obligation or liability (in each case, financial or otherwise) to any third party; provided, further, that, in the transactions contemplated hereby. The Buyer and case of Purchased Assets (i) which cannot be transferred or assigned effectively without the Sellers shall make their respective HSR Act filings at such time as mutually agreedconsent of third parties which consent has not been obtained prior to the Closing, if applicable. Each of the parties hereto shall to cooperate with the other parties hereto Purchaser at its request in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect endeavoring to this Agreement and the transactions contemplated herebyobtain such consent promptly, and if any such consent is unobtainable, to use its commercially reasonable efforts to secure to the Purchaser the benefits thereof in seeking necessary consultation some other manner, or (ii) which are otherwise not transferable or assignable, to use its commercially reasonable efforts jointly with and prompt favorable action by such Governmental Authority, the Purchaser to secure to the Purchaser the benefits thereof in some other manner (including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation exercise of the Business shall remain in the dominion and control rights of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerMedtown South thereunder).
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject The Company, Parent and MergerCo shall use commercially reasonable best efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the HSR Act, and if the appropriate filing of a pre-merger notification and report form pursuant to the other provisions of this AgreementHSR Act has not been filed prior to the date hereof, each party hereto shall each use its reasonable best efforts agrees to perform its obligations under this Agreement make an appropriate filing of a pre-merger notification and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior report form pursuant to the End Date, in accordance HSR Act with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required respect to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement within five (5) business days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with jurisdiction over any such filings that must be made by any of the transactions contemplated herebyparties under the HSR Act. Each party hereto shall of Parent and MergerCo hereby covenants and agrees to use its commercially reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority, as applicable, for the Merger and the other transactions contemplated hereby.
(b) To the extent permitted by law, the Company and Parent shall furnish to the appropriate Governmental Authority each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law law, including, without limitation, the HSR Act, in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. by this Agreement.
(c) Each of Parent and MergerCo shall use commercially reasonable efforts to assist the Company in obtaining the consents of third parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to complete the transactions contemplated by this Agreement Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the Companion Agreements under terms of the agreements with such third parties (provided that neither party hereto shall be required to agree to any applicable Law regarding antitrust mattersmaterial increase in the amount payable or material decrease in the amount owed with respect thereto) and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.
(d) Notwithstanding anything If Parent determines that it must file the Audited Financial Statements in this Agreement to accordance with the contrary, the Buyer acknowledges on behalf requirements of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation Regulation S-X of the Business shall remain SEC, then the Company will use its commercially reasonable efforts to have its independent accountants consent to Parent’s use of and reliance on the Audited Financial Statements in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, connection with any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected filings to be derived made by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyParent under United States federal securities laws.
Appears in 1 contract
Samples: Merger Agreement (Transaction Systems Architects Inc)
Regulatory and Other Authorizations; Consents. (a) Subject Each of the Sellers and the Purchaser will use all 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 other provisions performance of its obligations pursuant to, this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will cooperate fully with the other parties in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicableapprovals, but in any event on or prior subject to the End Date, proviso in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this AgreementSection 5.05(b).
(b) Each party Purchaser and Sellers will use all their respective reasonable efforts to this Agreement agrees to cooperate assist one another in obtaining the consents referred to in Sections 6.01(d), 6.02(d) and, if any, the consents referred to in Section 6.01(e); provided, however, that Purchaser shall not be obligated with respect to such assistance (i) to expend any consents funds except the payment of the fees and expenses of any applicable attorneys, consultants or other advisors retained by it and applicable filing fees or (ii) to take any actions with respect to its business or the business of the Company which, in its reasonable judgement, is materially adverse.
(c) Each Seller shall, and shall cause the Company and the Subsidiaries to (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of each Seller, the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements and those described in Sections 2.05 and 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Purchaser as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Purchaser to consummate the transactions contemplated hereby or by the Operative Agreements. The Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that may be required are in connection writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerOperative Agreements.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. Each party hereto shall use its commercially reasonable efforts to (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to obtain all consents required under this Agreement promptly consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement Agreement, and (b) obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Authorities and other third parties that may be or become necessary for its execution and delivery of, and the Companion Agreements; providedperformance of its obligations pursuant to, howeverthis Agreement including, that neither without limitation, those consents set forth in Section 4.10(b) of the Buyer nor Company Disclosure Schedule or otherwise contemplated by this Agreement. Each party will cooperate fully with the Sellers other party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. In connection with obtaining such consents from third parties, no party shall be required to compensate any Personmake payments, commence or participate in litigation or offer or grant any accommodation agree to modifications of the terms thereof (financial or otherwise) other than payments and modifications which individually, and in the aggregate, are immaterial), and no material modification shall be made to any Person contract, agreement or other commitment of the Company or any Subsidiary without the prior written consent of Parent. The parties hereto agree not to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would will have the effect of unreasonably delaying, impairing or impeding the receipt of any required consents authorizations, consents, orders or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws . Prior to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for making any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction or other person or entity in connection with respect this Agreement, the Company, on the one hand, and Parent or Merger Sub, on the other hand, shall provide the other with drafts thereof and afford the other a reasonable opportunity to this Agreement comment on such drafts. Without limiting the generality of the preceding sentences, each of Parent, Merger Sub, the Stockholders and the transactions contemplated herebyCompany agrees to cooperate and use all commercially reasonable efforts to vigorously contest and resist any action, suit, proceeding or claim, and in seeking necessary consultation with to have vacated, lifted, reversed or overturned any injunction, order, judgment or decree (whether temporary, preliminary or permanent), that delays, prevents or otherwise restricts the consummation of the Merger or any other transaction contemplated by this Agreement, and prompt favorable action by such Governmental Authority, including the resolution of to take any objections, if any, and all actions as may be asserted with respect required by Governmental Authorities as a condition to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee granting of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V such necessary approvals or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall may be required to take avoid, vacate, lift, reverse or overturn any actioninjunction, including responding to and/or defending order, judgment, decree or regulatory action (provided, however, that in no event shall any court or administrative proceeding, proposing or making any divestiture or other undertakingparty hereto take, or proposing or entering into any consent decree or taking be required to take, any action which that would have a Material Adverse Effect on Parent, Merger Sub, the Buyer reasonably determines could Company, any Subsidiary or any Stockholder). Notwithstanding the foregoing, in no event shall Parent or the Company be material required at any time from the date hereof through and following the Effective Time to the benefits expected to be derived by the Buyer as a result dispose of the transactions contemplated hereby assets, or be material to divest the business businesses, of Parent, the Buyer and its Subsidiaries Company or the Business as currently conducted any Subsidiary or as contemplated to be conducted following the transactions contemplated herebyany of their respective Affiliates.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Network Group Inc)
Regulatory and Other Authorizations; Consents. (a) Subject The parties hereto shall use their respective reasonable best efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement, subject to the other further provisions of this AgreementSection 7.4. If required by the HSR Act and if the appropriate filing of a Notification and Report Form For Certain Mergers and Acquisitions pursuant to the HSR Act has not been filed prior to the date hereof, each party hereto shall each use its reasonable best efforts agrees to perform its obligations under this Agreement make an appropriate filing of a Notification and Report Form For Certain Mergers and Acquisitions with respect to the Transaction within five (5) Business Days after the date hereof and to take, or cause to be taken, supply promptly any additional information and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals documentary material that may be required in connection with requested pursuant to the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper promptly respond to any requests for additional information or advisable under applicable Laws to obtain any required approval of objections from any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its Body or filings in respect thereof, including using reasonable best efforts to furnish take all such action as may reasonably be necessary to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at resolve such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted by any Governmental Body with respect to the transactions contemplated Transaction. The Purchaser shall pay all filing and related fees in connection with any such filings that must be made by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to parties under the operation HSR Act. Each of the BusinessCompany and the Purchaser hereby covenants and agrees to use its reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the FTC, except the Antitrust Division of the United States Department of Justice or any other Governmental Body, as specifically contemplated applicable, for the Transaction as may be necessary to secure termination of such waiting periods or permitted by this Article V or as otherwise consented obtain such approval. The Company and the Purchaser each shall keep the other apprised of the status of matters relating to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result completion of the transactions contemplated hereby hereby. The Purchaser further agrees to take such action (including agreeing to hold separate or to divest any of the businesses, products or assets of the Purchaser, any of the Company Subsidiaries and their respective Affiliates) as may be material required (i) by the applicable Governmental Body in order to resolve such objections as such Governmental Body may have to the business Transaction under Applicable Law, or (ii) by any court or similar tribunal, in any Action brought by a private party or Governmental Body challenging the Transaction as violative of any Applicable Law, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that has the effect of preventing the consummation of the Buyer Transaction. For the avoidance of doubt, the Purchaser shall take any and all actions necessary in order to ensure that (i) no requirement for a waiver, consent or approval of the FTC, the Antitrust Division of the United States Department of Justice or other Governmental Body, (ii) no decree, judgment, injunction, temporary restraining order or any other order in any Action, and (iii) no other matter relating to any antitrust or competition Law, would preclude consummation of the Transaction.
(b) The Purchaser shall use its Subsidiaries reasonable best efforts to assist the Company in obtaining the consents of third parties listed in Schedule 3.3(c), including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request and (ii) executing agreements to effect the assumption of such agreements on or before the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyClosing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Post Holdings, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this AgreementThe Company, each party hereto Parent and MergerCo shall each use its their reasonable best efforts to perform its obligations under this Agreement obtain or make the authorizations, consents, orders, approvals and filings from or with or provide notice to take, any Governmental Authority or cause to be takenother third party necessary for their execution and delivery of, and dothe performance of their obligations pursuant to, or cause to be donethis Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, all things necessaryas amended, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals the rules and to satisfy all conditions to its obligations under this Agreement and to cause regulations thereunder (the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with "HSR Act") each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents make an appropriate filing of a Pre-Merger Notification and approvals that may be required in connection Report Form with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof, to request early termination of the applicable waiting period and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Companion Agreements; providedHSR Act. Subject to Applicable Laws, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws as promptly as practicable respond to obtain any required approval of requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with jurisdiction over any such filings that must be made by any of the parties under the HSR Act. Each of Parent and MergerCo hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority, as applicable, for the Merger and the other transactions contemplated hereby. Each party hereto Notwithstanding the foregoing, nothing herein shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law require Parent, in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution receipt of any objectionsregulatory approval, if any, as may be asserted with respect to the transactions contemplated agree to sell or divest any material assets or business or agree to restrict in any material way any business conducted by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated proposed to be conducted following by Parent, the Company, or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the Merger. The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.
(b) Each of Parent and MergerCo, on the one hand, and the Company, on the other hand, shall cooperate with any reasonable request of the other in connection with the Company obtaining the authorizations, consents, orders, approvals and filings from or with or providing notice to any Governmental Authority or other third party, including the consents listed in Schedule 8.2(e).
Appears in 1 contract
Samples: Merger Agreement (Fisher Scientific International Inc)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each will use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement Authorizations, consents, orders, permit transfers and approvals of all federal, state and local regulatory approvals bodies and to satisfy all conditions to its obligations under this Agreement officials and to cause other third parties that may be or become necessary for the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part performance of its obligations under this Agreement.
(b) Each party pursuant to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither operation of the Buyer nor System after Closing and will cooperate fully with the Sellers shall be required to compensate any Person, commence or participate other party hereto in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalAuthorizations, consents, orders, permit transfers and approvals. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of materially delaying, impairing or impeding the receipt of any required approvals, consents or approvalspermit transfers or the termination of any waiting periods, except reasonable actions in response to unreasonable, noncontractual or unlawful requests from the party whose consent is being sought.
(cb) Seller and Buyer shall each proceed timely and in good faith to prepare, file and prosecute obtaining the consents listed on Schedule 3.6, including, without limitation, the filing of FCC Form 394 and the information required thereby, and shall submit to each franchising Authority whose consent is required a form of consent substantially in the form of Exhibit B. Each party hereto promptly shall make all filings and submissions required prepare its own sections of such party FCC Form 394, as applicable. Provided Buyer timely provides all requisite information, each such FCC Form 394 shall be filed not later than twenty (20) days following the date of this Agreement. Buyer shall be materially and shall take all actions necessarysubstantially involved in the process of obtaining required consents from governmental authorities or other third parties, proper or advisable under applicable Laws including, without limitation, joint participation with Seller in the analysis of the correct procedures to be followed (i) to obtain any required approval such consents and (ii) in the initiation, negotiation and prosecution of any Governmental Authority with jurisdiction over the transactions contemplated herebyobtaining such consents from applicable authorities. Each party hereto Buyer shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required assist Seller, including, without limitation, making qualified personnel available for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer attending hearings and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction meetings with respect to this Agreement such required consents, in accordance with time schedules reasonably established by Seller. Seller and the transactions contemplated hereby, Buyer shall consult with each other and in seeking necessary consultation with promptly and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted regularly notify each other with respect to all significant developments in each such consent process. Seller shall give Buyer reasonable prior notice of all meetings and hearings scheduled with any franchising Authorities, and Buyer shall have the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersright to participate therein.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Northland Cable Properties Seven Limited Partnership)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto Purchaser shall each use its reasonable best efforts efforts, and shall cause its Affiliates to perform use their respective best efforts, to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations under this Agreement and to take, or cause to be takenpursuant to, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause consummation of the transactions contemplated hereby by, the Transaction Agreements, (ii) take all such actions as may be requested by any such Governmental Authority to be effected as soon as practicableobtain such authorizations, but consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any event on suit or prior to proceeding, that would otherwise have the End Date, in accordance with effect of preventing or materially delaying the terms consummation of this Agreement the transactions contemplated by the Transaction Agreements. Seller shall and shall cause its Affiliates, to reasonably cooperate fully with each other party hereto and their Representatives Purchaser in connection with obtaining the foregoing consents or approvals, provided that such cooperation shall not expose Seller or its Affiliates to any step expense or liability. Neither Seller nor Purchaser nor their respective Affiliates shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required to be taken as a part of its obligations under this Agreementauthorizations, consents, orders or approvals.
(b) Each Seller and Purchaser each agrees to make as promptly as practicable (and in any event within the required time periods for filing under applicable Law) any filing that may be required by Law with respect to the transactions contemplated by the Transaction Agreements under any antitrust or competition Law or by any antitrust or competition authority. Seller and Purchaser shall each have sole responsibility for its respective filing fees associated with such filings.
(c) Seller and Purchaser shall each promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to this Agreement agrees review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. Neither Seller nor Purchaser shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, Seller and Purchaser will each coordinate and cooperate fully with the other party in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant foreign jurisdiction.
(d) Seller and Purchaser agree to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Transaction Agreements; provided, however, that neither the Buyer nor the Sellers Seller shall not be required to compensate any Personthird party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither approval and Purchaser shall be solely responsible for providing any notice of assignment to regarding the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each assignment of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect Technology License pursuant to this Agreement and the transactions contemplated hereby, Assignment and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Assumption Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control form of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information Exhibit D. Seller shall have no liability to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into Purchaser resulting from any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapproval not being obtained.
Appears in 1 contract
Samples: Asset Purchase Agreement
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto The Buyer shall each use its commercially reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all federal, state and local and foreign regulatory bodies and officials that may be or become necessary for its obligations under this Agreement execution and to take, or cause to be takendelivery of, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part performance of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by pursuant to, this Agreement and the Companion AgreementsClosing Agreements and the transfer and sale of the Purchased Assets to Buyer, and Pearson will and will cause each of the Sellers to cooperate with the Buyer in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, it being understood that neither the Buyer Pearson nor the Sellers any Seller shall be required to compensate pay any Person, commence fees or participate in litigation or offer or grant any accommodation (financial or otherwise) other payments to any Person such regulatory bodies or officials in order to obtain any such consent authorization, consent, order or approvalapproval (other than normal filing fees). Neither None of Pearson, the Sellers nor the or Buyer shall will take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(cb) Each party hereto promptly Pearson agrees to use commercially reasonable efforts to obtain all required consents to the assignment to Buyer of the contracts listed on Schedule 6.14(b) hereto; provided, that Pearson shall make all filings and submissions required of such party and shall take all actions necessary, proper not be obligated to pay any compensation or advisable under applicable Laws give any other consideration to obtain any required approval of any Governmental Authority such consent. If requested to do so by Pearson, Buyer will assist Pearson in those efforts by making Buyer's staff (including, without limitation, editorial, production and sales and marketing personnel) available to consult with jurisdiction over the transactions contemplated herebyauthors and by appropriate written communications with authors. Each party hereto shall The Buyer agrees to use its commercially reasonable best efforts to furnish to obtain all other consents and approvals that Pearson and the appropriate Governmental Authority all information Buyer agree are required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Closing Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement and Pearson shall cause each Seller to the contrary, cooperate with the Buyer acknowledges on behalf of itself in obtaining such other consents and its Affiliates and its and their directorsapprovals; provided, officershowever, employeesthat neither Pearson nor any Seller shall be required to compensate any third party to obtain any such consent or approval. Prior to Closing, AffiliatesBuyer shall not communicate, agentsorally or in writing, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, with any directions, orders, advice, aid, assistance or information to any director, officer or employee author of any of the Sellers with respect Titles without obtaining the prior approval of Pearson, which approval shall not be unreasonably withheld or delayed. Pearson shall be entitled to participate in all such communications. Pearson and Buyer shall use all commercially reasonable efforts to obtain the operation consent of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented United States Department of Justice to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to in connection with the business Final Judgment in United States of America v. Pearson plc et al. (D.D.C., Case No. 98 2836) as promptly as possiblx xxxxxxxng the date hereof and in any event no later than the Final Transfer Date. Pearson and Buyer and its Subsidiaries or the Business as currently conducted or as contemplated agree to be conducted following bound by the transactions contemplated herebyterms thereof.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject THCI shall use its good faith commercially reasonable efforts to obtain the other provisions authorizations, consents, orders and approvals necessary for its execution and delivery of, and the performance of its obligations pursuant to, this AgreementAgreement and each Ancillary Agreement (including, without limitation, the consent of (i) Governmental Authorities, (ii) landlords under the Ground Leases, (iii) lenders (including lenders of Existing Debt or any refinancings thereof), (iv) partners in any Partnership or Second Tier Partnership, (v) redevelopment authorities and (vi) tenants at any Property), and the Acquirors shall cooperate fully with THCI in promptly seeking to obtain all such authorizations, consents, orders and approvals. If required by the HSR Act, each party hereto shall each use its reasonable best efforts agrees to perform its obligations under this Agreement make an appropriate filing of a Notification and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior Report Form pursuant to the End Date, in accordance HSR Act with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required respect to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement within five Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required approvals.
(b) The Acquirors shall use their good faith commercially reasonable efforts to assist THCI in obtaining the consents of third parties listed in Section 3.03(b) of the THCI Disclosure Schedule, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the Contracts with such third parties (PROVIDED that neither party hereto shall be required to agree to any increase in the amount payable with respect to, or approvalsany modification that makes more burdensome, in any material respect, any Liabilities assumed by such party with respect to such Contracts) and (iii) executing agreements to effect the assumption of such Contracts on or before the Applicable Closing.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws In the event that THCI is unable to obtain any required approval of any Governmental Authority with jurisdiction over consent referred to in Section 5.05(a) or (b) prior to December 31, 1998, THCI may elect not to sell the transactions contemplated hereby. Each party hereto affected Property or Partnership Interest, as applicable, and such Property or Partnership Interest shall use its reasonable best efforts no longer be subject to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer this Agreement, and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each terms of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may shall be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersmodified accordingly.
(d) Notwithstanding anything in this Agreement The Acquirors shall use their good faith, commercially reasonable efforts to cause THCI and each of its Affiliates to be released as of the Applicable Closing, or as soon thereafter as possible, from all guaranties, guaranty obligations, indemnities and indemnity obligations of THCI and such Affiliates relating principally to the contrary, transferred Properties and applicable to the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that period subsequent to the operation Applicable Closing. The Acquirors shall cause to be issued as of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provideApplicable Closing, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to soon thereafter as possible, letters of credit, surety bonds and similar instruments in advance substitution of letters of credit, surety bonds and similar instruments furnished by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor THCI and any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material Affiliates relating principally to the benefits expected Properties. The Acquirors agree to be derived indemnify THCI and each of its Affiliates for any and all Losses incurred by the Buyer as a result THCI and any such Affiliate arising out of the transactions contemplated hereby or be material any such guaranties, guaranty obligations, indemnities, indemnity obligations, letters of credit, surety bonds and similar instruments, except to the business of extent related to occurrences prior to the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyApplicable Closing.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each will use its reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of all Governmental Authorities and other Persons that may be or become necessary for the execution and delivery of, and the performance of its obligations under pursuant to, this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will reasonably cooperate with the other parties in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to satisfy all conditions the HSR Act with respect to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected within five Business Days of the date hereof (or as soon thereafter as practicable, but in ) and to supply promptly any event on or prior additional information and documentary material that may be requested pursuant to the End Date, in accordance with HSR Act. The Sellers and the terms of this Agreement and Purchaser shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement making of all such filings or responses, including providing copies of all such documents to the other party and its advisors prior to filing or responding and, if requested, consider in good faith all reasonable additions, deletions or changes suggested in connection therewith. Each party shall promptly notify the Companion Agreements; provided, however, other party of any communication to that neither party from any Governmental Agency and permit the Buyer nor the Sellers other party to review in advance any proposed communication to any Governmental Agency. Each party shall be required not agree to compensate any Person, commence or participate in litigation any meeting with any Governmental Agency in respect of any filings, investigation or offer or grant any accommodation (financial or otherwise) other inquiry unless it consults with the other party in advance and, to any Person the extent permitted by such Governmental Agency, gives the other party the opportunity to obtain any such consent or approvalattend and participate thereat. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or authorizations, consents, orders and approvals.
(cb) Each party hereto Without limiting the generality of the Purchaser's agreements pursuant to Section 5.05(a), the Purchaser shall:
(i) take promptly shall make and diligently pursue any or all filings and submissions required of such party and shall take all the following actions necessaryto the extent necessary to eliminate any concerns on the part of, proper or advisable under applicable Laws to obtain satisfy any required approval of conditions imposed by, any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to enforcement of any applicable Law in connection with laws, rules and regulations, including without limitation, any antitrust laws, regarding the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each legality of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation Purchaser's acquisition of the Business, except as specifically contemplated the Transferred Assets, the Assumed Liabilities and the Newspapers: entering into negotiations, providing information, making proposals, entering into and performing agreements or permitted by this Article V submitting to judicial or as administrative orders, or, pursuant to any such agreement or order or otherwise, selling or otherwise consented to in advance by an executive officer disposing of, or holding separate (through the establishment of a Seller.
trust or otherwise), particular assets or categories of assets (e) Notwithstanding anything in this Section 5.05 to including, after the contraryClosing, neither any of the Buyer nor Transferred Assets), or businesses (including, after the Closing, any portion of the Business), of the Purchaser or any of its Subsidiaries shall be required Affiliates;
(ii) use its best efforts to take prevent the entry in a judicial or administrative proceeding brought under any actionantitrust or other law by any Government Authority or any other Person of any permanent, temporary or preliminary injunction or other order that would make consummation of the acquisition of the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation, including responding without limitation, taking the steps contemplated by Section 5.05(b)(i);
(iii) take promptly and diligently pursue, in the event that an injunction or order has been issued as referred to in Section 5.05(b)(ii), any and all steps, including without limitation, the appeal thereof, the posting of a bond and/or defending the steps contemplated by Section 5.05(b)(i) above, necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement; and
(iv) take promptly and diligently pursue all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any court or administrative proceeding, proposing or making any divestiture antitrust or other undertakinglaw, rule or proposing regulation that may be asserted by any Government Authority or entering into any consent decree or taking any action which the Buyer reasonably determines could be material other Person to the benefits expected to be derived consummation of the acquisition of the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers by the Buyer as a result Purchaser in accordance with the terms of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebythis Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Garden State Newspapers Inc)
Regulatory and Other Authorizations; Consents. (a) Subject The Companies and Buyer shall, and Sellers, on the one hand, and AIG and SMIP on the other hand, shall cause the Companies and Buyer, respectively, to use their good faith commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement, including any filings with the Mexican Antitrust Commission, the Mexican National Banking and Securities Commission or the Central Bank of Mexico, as applicable. If required by the Foreign Competition Statutes and if the appropriate filing pursuant to the other provisions of this AgreementForeign Competition Statutes has not been filed prior to the date hereof, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection make an appropriate filing with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalForeign Competition Statutes. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents approvals and shall promptly respond to any requests for additional information from any Governmental Authority or approvalsfilings in respect thereof. Buyer, on the one hand, and Sellers, on the other, shall share equally all filing and related fees in connection with any such filings which must be made by any of the parties under the Foreign Competition Statutes.
(cb) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto Sellers shall use its their good faith reasonable best efforts to furnish to assist the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law Companies in connection with obtaining the transactions contemplated hereby. The Buyer consents of third parties listed on Schedule 2.10 (a) and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement third parties listed on Schedule 2.10(b), including (i) providing to such third parties such financial statements and the transactions contemplated herebyother financial information as such third parties may reasonably request, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect (ii) agreeing to good faith commercially reasonable adjustments to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation terms of the Business shall remain in the dominion and control of the Sellers until the Closing and agreements with such third parties (provided that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party hereto shall be required to take agree to any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which increase in the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyamount payable with respect thereto).
Appears in 1 contract
Samples: Interest Purchase and Sale Agreement (Firstcity Financial Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto Detective shall each use its commercially reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations under pursuant to, this Agreement and to take, or cause to be takenthe Ancillary Agreements, and do, or cause to be done, all things necessary, proper or advisable under applicable Law Lynx will cooperate with Detective in promptly seeking to obtain all consents such authorizations, consents, orders and approvals, including providing any required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to information; it being understood that, except as set forth in Section 5.03(c), Lynx shall not be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part pay any fees or other payments to any such regulatory bodies or officials in order to obtain any such authorization, consent, order or approval. Detective will not take any action that would have the effect of its obligations under this Agreementdelaying, impairing or impeding the receipt of any required approvals.
(b) Detective agrees, if necessary, to promptly make an appropriate Section 1018 filing (the "SECTION 1018 APPROVAL") with the NASD with respect to the change of control of DBC Securities, Inc. and to respond promptly to any request for any additional information and documentary material that may be requested by the NASD. Detective further agrees to file any required notices with, and obtain any required approvals from, state securities regulators in connection with the change of control of DBC Securities, Inc. Detective shall bear the filing fees in connection with such filings. Detective will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals.
(c) Each party to this Agreement hereto agrees to cooperate make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 25 Business Days after the date hereof and to respond promptly to any request for any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to promptly make any other filing that may be required under any antitrust Law or by any antitrust authority. Each party shall bear its respective filing fees associated with the HSR filings and any other similar filings required in obtaining any consents other jurisdictions.
(d) Each party hereto shall use its commercially reasonable efforts to obtain all other consents, novations and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Ancillary Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Pearson Inc)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto The Purchaser shall each use all its reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations under pursuant to, this Agreement Agreement, and the Seller shall fully cooperate with, and use all reasonable efforts to takeassist, the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals (it being understood that neither the Seller nor the Purchaser or any of their Affiliates shall be required to pay any fees or other payments to any such regulatory bodies or officials in order to obtain any such authorization, consent order or approval (other than normal filing fees), and the Purchaser and its Affiliates shall not be required to agree to modification, limitation or other change in or with respect to the Transferred Assets or the conduct of the Business). Each party agrees to make, or cause to be takenmade, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause promptly any filing with any Governmental Authority that the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior Purchaser identifies to the End Date, in accordance with the terms of this Agreement and Seller as being required. The Seller shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall not take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) The Purchaser shall use its best efforts to cause the Seller and its Affiliates to be released as of the Closing, or approvalsas soon thereafter as possible, from all indemnities, guaranties and guaranty obligations of the Seller and such Affiliates relating to obligations of such Persons with respect to the Business and the Transferred Assets. The Seller shall fully cooperate with, and use all reasonable efforts to assist the Purchaser in the matters referred to in this Section 5.06(b).
(c) Each party hereto The Seller shall promptly shall make all filings give such notice to third parties and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws use its reasonable efforts to obtain any required approval such third-party consents (excluding the consents of any Governmental Authority with jurisdiction over Authorities) necessary to transfer the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish Transferred Assets to the appropriate Governmental Authority Purchaser, including, without limitation, all information required for any application third-party consents that the Purchaser may deem necessary or other filing to be made pursuant to any applicable Law desirable in connection with the transactions contemplated herebytransfer of the Transferred Contracts. The Buyer and the Sellers Seller shall make their respective HSR Act filings at not be required to compensate any third party to obtain any such time as mutually agreed, if applicableconsent or approval. Each of the parties hereto The Purchaser shall fully cooperate with and use all reasonable efforts to assist the other parties hereto Seller in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement giving such notices and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by obtaining such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersconsents.
(d) Notwithstanding The parties hereto agree that, in the event any consent, approval or authorization from third parties necessary or desirable to preserve for the Purchaser any right or benefit under any Transferred Contract is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate fully with and use all reasonable efforts to assist the Purchaser in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. To the extent that an attempted assignment of any Transferred Contract without the consent of any other party to such Transferred Contract would constitute a breach thereof, then, notwithstanding anything in this Agreement to the contrary, such assignment shall not occur until such time as the Buyer acknowledges on behalf required consent of itself such other party or parties to the contract shall have been obtained; provided, however, that until and its Affiliates unless such consent, approval or authorization is obtained, the Seller shall use all reasonable efforts to provide the Purchaser with the rights and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation benefits of the affected Transferred Contract to the extent relating to the Business and, if the Seller provides such rights and benefits, the Purchaser shall remain assume the obligations and burdens thereunder. The Purchaser will cooperate with the Seller in the dominion and control of the Sellers until the Closing and that none obtaining any of the foregoing Persons will provideconsents, directly approvals or indirectlyauthorizations from third parties and, any directionsif applicable, orders, advice, aid, assistance or information to any director, officer or employee of in obtaining any of such rights and benefits. In addition, in the Sellers event such consents, approvals, authorizations or benefits are not obtained, the Purchaser and the Seller shall each negotiate with respect the other and enter into subcontracting or similar contractual relationships on terms and conditions reasonably acceptable to each, the operation purpose of which shall be to provide the Purchaser with the rights and benefits of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to affected Transferred Contract against the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived performance by the Buyer as a result Purchaser of the transactions contemplated hereby or be material to the business obligations and burdens of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebySeller thereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Comtech Telecommunications Corp /De/)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party hereto Acquiror and Parent shall each use its reasonable best efforts to perform its obligations under this Agreement obtain as promptly as practicable all authorizations, consents, orders and to takeapprovals of all federal, state, local and non-U.S. Governmental Authorities that may be or cause to be takenbecome necessary for the execution and delivery by Acquiror and Parent of, and dothe performance of the obligations of Acquiror and Parent pursuant to, or cause to be doneand the consummation of the transactions contemplated by, all things necessary, proper or advisable under applicable Law the Transaction Agreements. Seller will cooperate with the reasonable requests of the Acquiror and Parent in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer approvals. Neither Seller nor the Sellers shall be required to compensate any Person, commence Acquiror or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer Parent shall take any action that they such Person should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(cb) Each party hereto promptly Without limiting the generality of the foregoing, Acquiror shall make a Form A filing with the Missouri Department of Insurance no later than October 31, 2003, and any other required filings as promptly as practicable after the date hereof with state insurance departments in the United States with respect to the transactions contemplated hereby, including those listed in Section 4.04 of the Acquiror Disclosure Schedule. Acquiror shall as promptly as practicable make any and all other filings and submissions of information with such insurance departments which are required of or requested by such party and shall take all actions necessary, proper or advisable under applicable Laws insurance departments in order to obtain any the approvals required approval of any Governmental Authority with jurisdiction over by such insurance departments to consummate the transactions contemplated hereby. Each party hereto If any such insurance department, requires that a hearing be held in connection with any such approval, Acquiror shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required arrange for any application or other filing such hearing to be made pursuant held as promptly as practicable. Seller agrees to any applicable Law furnish Acquiror with such necessary information and reasonable assistance as Acquiror may reasonably request in connection with the transactions contemplated herebyits preparation of such Form A filings and other filings or submissions. The Buyer and the Sellers Acquiror shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each keep Seller reasonably apprised of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction its actions with respect to this Agreement all such filings, submissions and scheduled hearings and shall provide Seller with copies of such Form A filings and other filings or submissions (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality).
(c) Without limiting the generality of the provisions of subsection (a), Seller and the transactions contemplated hereby, Acquiror and in seeking necessary consultation with Parent each agree to make an appropriate filing of a notification and prompt favorable action by such Governmental Authority, including report form pursuant to the resolution of any objections, if any, as may be asserted HSR Act with respect to the transactions contemplated by this Agreement promptly after the date of this Agreement, but no later than November 7, 2003, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required under any other antitrust or competition law or by any other antitrust or competition authority. Each party shall have responsibility for its respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions. Subject to the Confidentiality Agreement, Seller and the Companion Agreements under Acquiror will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with any communication from any Governmental Authority relating to the matters that are the subject of this Agreement and in seeking early termination of any applicable Law regarding antitrust matterswaiting periods under the HSR Act.
(d) Notwithstanding anything in Each of Seller, on the one hand, and the Acquiror and Parent, on the other hand, shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain review in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, advance any directions, orders, advice, aid, assistance or information proposed communication by such party to any directorGovernmental Authority and shall promptly provide each other with copies of all correspondence, officer filings or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated communications between such party or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to any confidentiality restrictions of such Governmental Authority. Neither Seller nor the Acquiror or Parent shall be required agree to take participate in any actionmeeting with any Governmental Authority in respect of any such filings, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture investigation or other undertakinginquiry unless it consults with the other party in advance and, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected extent permitted by such Governmental Authority, gives the other party the opportunity to be derived by the Buyer as a result of the transactions contemplated hereby or be material attend and participate at such meeting. Subject to the business Confidentiality Agreement, Seller on the one hand and the Acquiror and Parent on the other hand will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyHSR Act.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreementterms and conditions herein provided, each party hereto of Buyer, the Seller, and their respective Affiliates, shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause make effective the transactions contemplated hereby by this Agreement as promptly as practicable, and in any case, prior to the End Date (including the satisfaction, but not waiver, of the conditions precedent set forth in Article IX). Each of Buyer, the Seller, and their respective Affiliates, shall use best efforts to obtain consents of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each party hereto shall make an appropriate filing, if necessary, pursuant to the HSR Act within ten (10) Business Days after the date of this Agreement (unless mutually agreed). Each party hereto shall supply as promptly as practicable to the appropriate Governmental Authorities to any additional information and documentary material that may be effected requested pursuant to the HSR Act. Without limiting the foregoing, (i) Buyer, the Seller and their respective Affiliates shall not voluntarily extend any waiting period or other applicable time period under the HSR Act or enter into any agreement with any Governmental Authority to delay, or otherwise not to consummate as soon as practicablepracticable the transactions contemplated hereby, but except with the prior written consent of the other parties hereto, which consent may be withheld in the sole discretion of the non-requesting party, and (ii) Buyer agrees, at Buyer’s sole cost, to take any and all actions that are necessary or reasonably advisable to avoid or eliminate each and every impediment under the HSR Act that may be asserted or required by any Governmental Authority to consummate the transactions contemplated by this Agreement as expeditiously as possible, and in any event on or prior to the End Date, in accordance including (A) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, and other disposition of, any entities, operations, assets, divisions, businesses, product lines, customers or facilities of the Company or any of the Transferred Companies or the Buyer, or Buyer’s Affiliates, (B) creating, terminating, amending or assigning existing relationships, ventures, contractual rights, or obligations of the Company or any of the Transferred Companies or the Buyer, (C) amending, assigning, or terminating existing licenses or other agreements (and entering into such new licenses or other agreements), (D) otherwise taking or committing to any action that would limit Buyer’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products, or equity interests of the terms Buyer, the Company or any of the Transferred Companies, or their respective Affiliates; and (E) entering into any Governmental Order, consent decree or other agreement to effectuate any of the foregoing (the “Regulatory Actions”); provided that such Regulatory Actions may be conditioned upon and become effective only from the consummation of the transactions contemplated by this Agreement and shall cooperate fully with each other party hereto and their Representatives Agreement. All filing fees incurred in connection with any step required to the HSR Act shall be taken as a part of its obligations under this Agreementborne by Buyer.
(b) Each party to this Agreement shall promptly notify the other parties hereto of any substantive oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties hereto to review in advance, and shall consider in good faith the comments of the other party in connection with, any substantive communication proposed to be made by such party (or its advisors) to any Governmental Authority, and shall provide the other parties hereto with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, subject to Section 6.02(d). No party to this Agreement shall agree to participate in any meeting or substantive discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other parties hereto the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Law, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction; provided, that materials may be (i) redacted to remove references concerning the valuation of the Company and (ii) provided on an “outside counsel only” basis, if necessary to comply with contractual arrangements or applicable Laws or address reasonable attorney-client or other privilege or confidentiality concerns. Nothing in this Section 6.05(b) shall be applicable to Tax matters.
(c) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced that questions the validity or legality of the transactions contemplated hereby, seeks to temporarily or permanently enjoin the transactions contemplated hereby, or seeks damages in connection therewith, the parties hereto agree to cooperate and use best efforts to defend against such claim, action, suit, investigation or other proceeding and, if any decree, judgment, injunction or other order is issued in any such action, suit or other proceeding, to use best efforts to have such injunction or other order vacated, lifted, reversed or overturned and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby.
(d) Each party to this Agreement agrees to reasonably cooperate in obtaining obtaining, and use reasonable best efforts to obtain, any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and Agreement. Notwithstanding anything to the Companion Agreements; providedcontrary in this Agreement, howevernothing herein shall obligate or be construed to obligate the Seller, that neither the Buyer nor the Sellers shall Company, any Transferred Company or any of their Affiliates to (i) make, or to cause to be required to compensate made, any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) payment to any Person third party in order to obtain any such the consent or approval. Neither the Sellers nor the Buyer shall take approval of such third party under any action that they should Material Contract or lease for Leased Real Property and/or (ii) seek or obtain, or cause to be reasonably aware would have the effect of delayingsought or obtained, impairing any consent or impeding the receipt approval of any required consents customer of the Company or approvalsany Transferred Company under any contract or agreement with such customer.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(de) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesAffiliates and Representatives, successors and assigns that the operation of the Business Company shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons will Buyer and its Affiliates and Representatives shall not provide, directly or indirectly, any directions, orders, advice, aid, assistance directions or information orders to any director, officer or employee of the Seller, the Company or any of the Sellers Transferred Company with respect to the operation of the BusinessCompany, except as specifically contemplated or permitted by this Article V VI or as otherwise consented to in advance by an executive officer of a the Seller, and in accordance with any applicable Laws.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreementproviso in Section 7.5(d), each party of the parties hereto shall each cooperate with the other and use its reasonable best efforts to perform its obligations under this Agreement and to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things things, necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective the transactions contemplated hereby hereby, including preparing and filing promptly and fully all documentation to be effected effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the transactions contemplated hereby. For purposes hereof, “Antitrust Laws” means the Xxxxxxx Act, as soon amended, the Xxxxxxx Act, as practicableamended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.
(b) GE and Acquiror each agree to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly after the date of this Agreement, but in no event later than twenty-one (21) days after the date hereof, and to supply promptly any event on or prior additional information and documentary material that may be requested pursuant to the End DateHSR Act. In addition, in accordance each party agrees to make promptly any filing that may be required under any other Antitrust Law. Each party shall have responsibility for its respective filing fees associated with the terms HSR filings and any other similar filings required in any other jurisdictions.
(c) Each of GE and Acquiror shall promptly notify one another of any material communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to Section 7.2(c). Neither GE nor Acquiror shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 7.2(c), GE and Acquiror will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with the foregoing and in seeking early termination of any step required applicable waiting periods or other approval under the HSR Act and any other Antitrust Laws.
(d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.5, each of the parties hereto shall use its reasonable best efforts to resolve such objections, if any, as may be taken asserted by a Governmental Authority with respect to the transactions contemplated hereby. Notwithstanding the foregoing or any other provision of this Agreement, GE shall not, without Acquiror’s prior written consent, commit to any divestiture transaction or agree to any restriction on the Business, and nothing in this Section 7.5 shall (i) limit any applicable rights a party may have to terminate this Agreement pursuant to Section 9.1 so long as a part of such party has up to then complied in all material respects with its obligations under this Agreement.
Section 7.5, (bii) Each require either party hereto to offer, accept or agree to (A) dispose or hold separate any part of its or the Polaris Companies’ businesses, operations, assets or product lines (or a combination of Acquiror’s and the Polaris Companies’ respective businesses, operations, assets or product lines), (B) not compete in any geographic area or line of business, and/or (C) restrict the manner in which, or whether, Acquiror, the Polaris Companies or any of their Affiliates may carry on business in any part of the world, (iii) require any party to this Agreement agrees to contest or otherwise resist any administrative or judicial action or proceeding, including any proceeding by a private party, challenging any of the transactions contemplated hereby as violative of any Antitrust Law or (iv) require Acquiror to enter into a capital maintenance agreement, keepwell or similar agreement with respect to a Polaris Company; provided, however, that Acquiror shall be required to offer, accept, agree to, and undertake the actions described in clauses (ii), (iii) and (iv) above unless such actions would reasonably be expected to (x) materially impair or interfere with the ability of the Polaris Companies taken as a whole or Acquiror and its Subsidiaries taken as a whole to conduct their respective businesses substantially in the manner as such businesses are now being conducted, (y) have a Business Material Adverse Effect or (z) have a material adverse effect on Acquiror and its Subsidiaries, taken as a whole.
(e) GE and Acquiror agree to cooperate in obtaining any other consents and approvals that may be required in connection with the transactions contemplated by the Transaction Agreements. Notwithstanding anything to the contrary contained in this Agreement Agreement, but subject to Sections 7.5(d) and the Companion Agreements; provided7.11(b), however, that neither the Buyer GE nor the Sellers Acquiror shall be required to compensate any Personthird party (including any Governmental Authority), commence or participate in litigation or offer or grant any financial accommodation (or any material non-financial or otherwise) accommodation to any Person third party (including any Governmental Authority) to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying; provided, impairing or impeding the receipt of any required consents or approvals.
(c) Each however, each party hereto promptly shall make all filings and submissions required of such party and shall will take all other reasonable actions necessary, proper or advisable under applicable Laws in order to obtain any required consent or approval of any Governmental Authority with jurisdiction over necessary to effect the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts transfer to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each Acquiror of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, Transferred Assets effective as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Initial Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerDate.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its commercially reasonable best efforts to furnish obtain all authorizations, consents (including any consents required under the terms of any Material Contract), orders and approvals of, and to the appropriate give all notices to and make all filings with, all Governmental Authority all information required Authorities and other third parties that may be or become necessary for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer as a result of its execution and delivery of, and the Sellers shall make their respective HSR Act filings at such time as mutually agreedperformance of its obligations pursuant to, if applicable. Each of the parties hereto shall this Agreement, and each party will cooperate fully with the other parties hereto in promptly filing any other necessary applicationsseeking to obtain all such authorizations, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement consents, orders and the transactions contemplated herebyapprovals, giving such notices, and making such filings. In furtherance and not in seeking necessary consultation with limitation of the foregoing, each of Purchaser, Seller and prompt favorable action by such Governmental Authority, including their respective Affiliates shall make an appropriate filing of a Notification and Report Form pursuant to the resolution of any objections, if any, as may be asserted HSR Act with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and, in any event within five (5) Business Days of the date hereof. Each party shall comply, and shall cause its Affiliates to comply, with the Companion Agreements notification and reporting requirements of the HSR Act and shall use its commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act. Each of Purchaser and Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be required pursuant to the HSR Act or any applicable Law, to take or cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Law regarding antitrust matters.
as soon as reasonably practicable. Purchaser shall (d) Notwithstanding anything in this Agreement and, to the contraryextent required, the Buyer acknowledges on behalf of itself and shall cause its Affiliates to) substantially comply with any additional requests for information, including requests for production of documents and its and their directorsproduction of witnesses for interviews or depositions, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of by any Antitrust Authority. Notwithstanding the foregoing Persons will provideor anything set forth herein, directly no party’s obligations hereunder shall be deemed to require such party to divest any assets or indirectly, properties held by such party or to hold any directions, orders, advice, aid, assistance assets or information properties separately as a condition of obtaining the consent of any Antitrust Authority to the transactions contemplated hereby. Each party shall promptly inform the other party of any director, officer or employee of communication from any Antitrust Authority regarding any of the Sellers transactions contemplated by this Agreement. If any party or Affiliate thereof receives a request for additional information or documentary material from any such Antitrust Authority with respect to the operation of the Business, except as specifically transactions contemplated or permitted by this Article V or as otherwise consented Agreement, then such party will endeavor in good faith to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertakingmake, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected cause to be derived by made, as soon as reasonably practicable and after consultation with the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyother party, an appropriate response in compliance with such request.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party parties hereto shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Requirement of Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement, (ii) obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the Companion Agreements; providedconsummation of the transactions contemplated hereby, howeverincluding the Seller Consents and Notices, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby required under any Requirement of Law, including applicable securities and antitrust Requirements of Law, and the rules and regulations of any stock exchange on which the securities of any of the parties are listed or traded. Commercially reasonable efforts shall not obligate the Seller or the Purchaser to make or offer to make any payments to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders.
(b) The parties hereto shall work closely and cooperatively and consult with each other in seeking necessary consultation connection with the making of all such filings and prompt favorable action by such Governmental Authoritynotices, including by providing copies of all such documents to the resolution non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice. No party to this Agreement shall consent to any voluntary extension of any objectionsstatutory deadline or waiting period or to any voluntary delay of the consummation and the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if any, as may which consent shall not be asserted with respect to unreasonably withheld or delayed. Each party shall promptly inform the others of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersAgreement.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreementterms and conditions herein provided, each party hereto of Acquiror, the Contributor, and their respective Affiliates, shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause make effective the transactions contemplated hereby to be effected Transactions as soon promptly as practicable, but and in any event on or case, prior to the End DateDate (including the satisfaction, but not waiver, of the conditions precedent set forth in accordance Article VIII). Except with respect to filings and the terms expiration or termination of this Agreement waiting period or other applicable time period under the HSR Act, and any related consents, which shall cooperate fully with be governed by Section 5.05(b), each other party hereto of Acquiror, the Contributor, and their Representatives in connection with any step required respective Affiliates, shall use reasonable best efforts to be taken as a part obtain consents of its obligations under this Agreementall Governmental Authorities necessary to consummate the Transactions.
(b) Each party Party shall make an appropriate filing, if necessary, pursuant to the HSR Act within five (5) Business Days after the date of this Agreement (unless otherwise mutually agreed). Each Party shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Notwithstanding anything in this Agreement to the contrary, Acquiror, the Contributor and their respective Affiliates shall not be required to, and shall not, without the prior written consent of the other (A) propose, negotiate, commit to, effect or agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, or other disposition of, any entities, operations, assets, divisions, businesses, product lines, customers or facilities of the Company or Acquiror, or their respective Affiliates, (B) create, terminate, amend or assign existing relationships, ventures, contractual rights, or obligations of the Company or Acquiror, (C) amend, assign, or terminate existing licenses or other agreements (and enter into such new licenses or other agreements), (D) otherwise take or commit to any action that would limit Acquiror’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products, or Equity Interests of Acquiror, the Company, or their respective Affiliates, (E) make more than two (2) Refilings or comply with a Second Request, (F) litigate or participate in the litigation of any Action, whether judicial or administrative, brought by any Governmental Authority for the purpose of enabling the Parties to consummate the Transactions, or (G) enter into any Governmental Order, consent decree or other agreement to effectuate any of the foregoing. The Acquiror, on the one hand, and the Contributor, on the other hand, shall each bear fifty percent (50%) of all filing fees incurred in connection with the HSR Act.
(c) Each Party shall promptly notify the other Parties of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Section 5.05, permit the other Parties to review in advance any communication proposed to be made by such Party (or its advisors) to any Governmental Authority, and provide the other Parties with copies of all correspondence, submissions or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, in each case, to the extent permitted by applicable Law. No Party shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Law, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction. Nothing in this Section 5.05(c) shall be applicable to Tax matters.
(d) Contributor and the Company agree to use reasonable best efforts to obtain the authorizations, consents, waivers or approvals set forth in Section 5.05(d) of the Disclosure Letter. Without limiting the foregoing, each Party agrees to use reasonable best efforts and reasonably cooperate in obtaining to obtain any other consents and approvals that may be required (including, for the avoidance of doubt, as may be required to effect the transfer of any Contract in connection with the transactions contemplated by Contribution) or, in the case of any Governmental Authority, advisable, in connection with the Transactions. Except as set forth in this Agreement and or on Section 5.05(d) of the Companion Agreements; providedDisclosure Letter, howeverneither Acquiror, that neither the Buyer Contributor nor the Sellers Company shall be required to compensate make, and the Company shall not make without the prior written consent of Acquiror, any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) payment to any Person third party to any Contract in order to obtain any such the consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect approval of delaying, impairing or impeding the receipt of any required such third party in connection with obtaining such other consents or and approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(de) Notwithstanding anything in this Agreement to the contrary, the Buyer Acquiror acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesAffiliates and Representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers Contributor until the Closing and that none of the foregoing Persons will Acquiror and is Affiliates and Representatives shall not provide, directly or indirectly, any directions, orders, advice, aid, assistance directions or information orders to any director, officer or employee of any of the Sellers Contributor or the Company with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Sellerthe Contributor.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party The parties hereto shall each promptly make all filings and notifications with, and shall use its their commercially reasonable best efforts to perform its obligations under this Agreement promptly obtain all authorizations, consents, orders and to takeapprovals of, all Governmental Authorities that may be or cause to be takenbecome necessary for their respective execution and delivery of, and dothe performance of their respective obligations pursuant to, or cause and the consummation of the transactions contemplated by, the Transaction Agreements and shall take all commercially reasonable actions as may be requested by any such Governmental Authorities to be doneobtain such authorizations, all things necessaryconsents, proper or advisable under applicable Law orders and approvals. The parties hereto shall cooperate with the reasonable requests of each other in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause approvals. None of Parent, the transactions contemplated hereby to be effected as soon as practicable, but in any event on Seller or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer Acquiror shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 5.05, each of Parent (in the case of clauses (i) and (iii)), the Seller (in the case of clauses (i) and (iii)) and the Acquiror (in all cases set forth below) agree to take or approvalscause to be taken the following actions: (i) the prompt provision to a Governmental Authority of non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements; (ii) the prompt use of its commercially reasonable efforts to avoid the entry of, or to effect the dissolution of, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements; and (iii) the prompt use of its commercially reasonable efforts to take, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms of the Transaction Agreements unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, any and all commercially reasonable steps necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by the Transaction Agreements.
(c) Each Subject to applicable Laws relating to the sharing of information and Section 5.02(a), each of Parent, the Seller and the Acquiror shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party hereto promptly shall make all filings and submissions required of to review in advance any proposed communication by such party to any Governmental Authority and shall take promptly provide each other with copies of all actions necessarycorrespondence, proper filings or advisable under communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to such matters. None of Parent, the Seller or the Acquiror shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry relating to matters that are the subject of this Agreement unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 5.02(a), Parent, the Seller and the Acquiror shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing; provided, however, that the foregoing shall not require Parent, the Seller or the Acquiror (i) to disclose any information that in the reasonable judgment of Parent, the Seller or the Acquiror, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (ii) to disclose any privileged information or confidential competitive information of Parent, the Seller or the Acquiror or their respective Affiliates, as the case may be; and provided, further, that the Acquiror’s obligation to notify Parent with respect to communications received by a Tax Authority, and the rights and obligations of the parties hereto with respect to any Tax audit or administrative or court proceeding relating to Taxes, shall be governed solely by Section 7.03. None of the parties hereto shall be required to comply with any provision of this Section 5.05(c) to the extent that such compliance would be prohibited by applicable Laws Law.
(d) Parent, the Seller and the Acquiror shall use their commercially reasonable efforts to obtain any other consents and approvals (other than those addressed under Sections 5.05(a), 5.05(h) and 5.13) and make any other notifications that may be required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyby the Transaction Agreements. The Buyer parties shall allocate the costs associated with obtaining any such consents and approvals in accordance with the terms set forth on Schedule 5.05(d).
(e) If, on the Closing Date, any consent required to effect the Transfer of the Transferred Assets and the Sellers assumption of the Transferred Liabilities is not obtained, or if an attempted Transfer thereof would be ineffective or a violation of applicable Law or would in the reasonable judgment of the Acquiror adversely affect the material rights of the Company and the Transferred Subsidiaries (as assignees of the applicable LPI Companies or otherwise) thereto or thereunder so that the Company and the Transferred Subsidiaries would not in fact receive all such rights, such Transferred Assets and Transferred Liabilities shall make not be Transferred, and Parent, the Seller and the Acquiror shall cooperate in a mutually agreeable arrangement under which the Company and the Transferred Subsidiaries would, in compliance with applicable Law, obtain the material benefits and assume the obligations and bear the economic burdens associated with such Transferred Assets and Transferred Liabilities in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the Company and the Transferred Subsidiaries or under which the LPI Companies (other than the Company and the Transferred Subsidiaries) would enforce for the benefit (and at the expense) of the Company and the Transferred Subsidiaries any and all of their respective HSR Act filings at rights against a third party (including any Governmental Authority) associated with such time as mutually agreedTransferred Assets and Transferred Liabilities, if applicableand Parent or the Seller would, or would cause the LPI Companies (other than the Company and the Transferred Subsidiaries) to, promptly pay to the Company and the Transferred Subsidiaries when received all monies received by them under any such Transferred Assets, and the Acquiror would, or would cause the Company and the Transferred Subsidiaries to, promptly pay to Parent or the Seller or the LPI Companies (other than the Company and the Transferred Subsidiaries) all amounts due by them under any such Transferred Liabilities following the Closing, and the parties hereto shall continue to use their commercially reasonable efforts, and shall cooperate fully with each other to obtain promptly such consents or waivers for a period of eighteen (18) months (the “Consent Period”). Each Pending receipt of such consent or waiver, the parties hereto shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements to provide to the Acquiror and its Affiliates the benefits of any such Transferred Asset. In the event that a consent or waiver for the Transfer of any such Transferred Asset not Transferred at the Closing is obtained, the Seller shall Transfer such Transferred Asset to the Acquiror at no additional cost.
(f) If, on the Closing Date, any consent required to effect the Transfer of the Excluded Assets and Excluded Liabilities is not obtained, or if an attempted Transfer thereof would be ineffective or a violation of Law or would in the reasonable judgment of Parent adversely affect the material rights of the LPI Companies (other than the Company and the Transferred Subsidiaries) (as assignees of the Company and the Transferred Subsidiaries) thereto or thereunder so that the LPI Companies (other than the Company and the Transferred Subsidiaries) would not in fact receive all such rights, such Excluded Assets and Excluded Liabilities shall not be Transferred, and Parent, the Seller and the Acquiror shall cooperate in a mutually agreeable arrangement under which the LPI Companies (other than the Company and the Transferred Subsidiaries) would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Excluded Assets and Excluded Liabilities in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the LPI Companies (other than the Company and the Transferred Subsidiaries) or under which the Company and the Transferred Subsidiaries would enforce for the benefit (and at the expense) of the LPI Companies (other than the Company and the Transferred Subsidiaries) any and all of their rights against a third party (including any Governmental Authority) associated with such Excluded Assets and Excluded Liabilities, and the Acquiror would, or would cause the Company and the Transferred Subsidiaries to, promptly pay to the LPI Companies (other than the Company and the Transferred Subsidiaries) when received all monies received by them under any such Excluded Assets, and Parent and the Seller would, or would cause the LPI Companies (other than the Company and the Transferred Subsidiaries) to, promptly pay to the Acquiror, the Company or the Transferred Subsidiaries all amounts due by them under any such Excluded Liabilities, and the parties hereto shall continue to use their commercially reasonable efforts, and shall cooperate fully with each other, to obtain promptly such consents or waivers during the Consent Period. Pending receipt of such consent or waiver, the parties hereto shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreements or otherwise designed to provide to Parent and its Controlled Affiliates the benefits of any such Excluded Asset. Once consent or waiver for the Transfer of any such Excluded Asset not Transferred at the Closing is obtained, the Acquiror shall Transfer such Excluded Asset to Parent or its Controlled Affiliates at no additional cost.
(g) Notwithstanding the foregoing, in promptly filing any other necessary applicationsno event shall the expiration of the Consent Period terminate, reports limit or other documents with any Governmental Authority having jurisdiction otherwise affect the Acquiror’s obligations under Section 10.02(a)(ii) or Parent’s and the Seller’s obligations under Section 10.01(a)(ii) with respect to this Agreement any Transferred Liability or Excluded Liability, respectively.
(h) The Software identified in Section 3.11(b) of the Disclosure Schedule as being used in the Business and another business of Parent, the Seller or any of their Controlled Affiliates (“Shared Software”) shall, subject to Sections 5.05(e) and 5.05(f), be made available to the Company and the transactions contemplated hereby, and Transferred Subsidiaries in seeking accordance with this Section 5.05(h). To the extent necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to effectuate the transactions contemplated by this Agreement Agreement, Parent and the Companion Agreements under Seller shall use commercially reasonable efforts to obtain any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to consent required from any licensor of Shared Software and the contrary, Acquiror shall cooperate with such efforts. If any Shared Software was acquired by or for the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation benefit of the Business by Parent, the Seller or any of their Controlled Affiliates (other than the Company or the Transferred Subsidiaries) pursuant to an enterprise license, the parties hereto shall remain use commercially reasonable efforts to Transfer to the Acquiror, the Company or a Transferred Subsidiary: (i) the rights to the Shared Software under the applicable statement of work or other procurement document; or (ii) in the dominion and control case of Shared Software licensed on a seat-by-seat basis, the Sellers until number of seats agreed upon by the Closing and parties hereto; provided, that none of nothing herein shall be construed as requiring Parent, the foregoing Persons will provide, directly Seller or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect their Controlled Affiliates to Transfer an enterprise license to the operation of Acquiror, the BusinessCompany or a Transferred Subsidiary. To the extent reasonably necessary to effectuate the transactions contemplated by this Agreement, except as specifically contemplated or and to the extent permitted by this Article V any Shared Software license, Parent, the Seller or one of their Affiliates (as otherwise consented to in advance by an executive officer of a Seller.
applicable) shall: (ex) Notwithstanding anything in this Section 5.05 grant to the contraryAcquiror a sublicense to the Shared Software; (y) use the Shared Software to provide services to the Acquiror, neither the Buyer nor any of its Company or the Transferred Subsidiaries under the Forward Transition Services Agreement; or (z) otherwise obtain the continuing right for the Acquiror, the Company or the Transferred Subsidiaries to use the Shared Software. Under no circumstances shall Parent, the Seller or their Controlled Affiliates be required to take any actionaction that shall cause Parent, including responding the Seller or any of their Controlled Affiliates to and/or defending be in breach of any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material obligation to the benefits expected to be derived by licensor of Shared Software. The parties shall allocate any costs associated with obtaining any such consents required from any licensor of such Shared Software in accordance with the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyterms set forth on Schedule 5.05(h).
Appears in 1 contract
Samples: Master Transaction Agreement (National General Holdings Corp.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions Each of this Agreement, each party hereto Buyer and Seller shall each use its reasonable best efforts to perform (i) promptly obtain all authorizations, consents, orders and approvals of all federal, state, local and foreign Governmental Authorities that may be, or become, necessary for its performance of its obligations under pursuant to, and consummation of the transactions contemplated by, this Agreement, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Buyer and Seller will cooperate in seeking promptly to obtain all such authorizations, consents, orders and approvals. Other than as may be required by applicable Law, neither Seller nor Buyer shall take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required approvals.
(b) In furtherance and not in limitation of the other provisions of this Section 5.04, Seller and Buyer each agrees to make or cause to be made an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable, and in any event, within ten (10) Business Days after the date of this Agreement and to takesupply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each of Buyer and Seller agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any other Competition Law or by any other Governmental Authority and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such filings.
(c) Subject to applicable Law, each party to this Agreement shall keep the other party apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, comply with any such inquiry or request as promptly as practicable, promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that materials may be redacted to remove references concerning the valuation of the Business Subsidiaries. Each of Buyer and Seller shall furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or cause proceedings by, any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting, or engage in any conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, unless prohibited by such Governmental Authority or applicable Law, and then to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting or conversation. Neither party to this Agreement shall extend, directly or indirectly, any waiting period under the HSR Act or any other Competition Law or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party (such consent not to be takenunreasonably withheld, and do, conditioned or cause delayed). Subject to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this the Confidentiality Agreement and to cause Section 5.02, the transactions contemplated hereby parties to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement will coordinate and shall cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with the foregoing.
(d) Without limiting the generality of the obligations of Buyer and Seller pursuant to this Section 5.04, each of Buyer and Seller shall use its reasonable best efforts to obtain, as promptly as practicable, any step clearance required under the HSR Act or any other Competition Laws for the consummation of the transactions contemplated by this Agreement, including by (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such businesses or assets of Buyer, the Transferred Subsidiary and their respective Subsidiaries, (ii) otherwise taking or committing to take actions that after the Closing would limit Buyer’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain, one or more of the businesses or assets of Buyer, the Transferred Subsidiary and/or their respective Subsidiaries and (iii) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Buyer’s or Buyer’s Subsidiaries’ ability to operate or retain, any of the businesses or assets of Buyer, the Transferred Subsidiary or any of their respective Subsidiaries (any action contemplated by clauses (i), (ii) or (iii), a “Divestiture Action”); provided, however, that any Divestiture Action is conditioned upon the consummation of the transactions contemplated in this Agreement; and, provided, further, that notwithstanding anything in this Agreement to the contrary, (x) Seller shall not agree to any Divestiture Action with respect to the Business Subsidiaries or their operations without the consent of Buyer and (y) neither Buyer nor any of its Affiliates shall be obligated to take or agree to take any Divestiture Action that would, individually or in the aggregate with any other Divestiture Action, reasonably be expected to have a material adverse effect on any of (1) the Business Subsidiaries, taken as a part whole, (2) Buyer and its Subsidiaries, taken as a whole, or (3) the Combined Company (a “Regulatory Material Adverse Effect”). For purposes of its obligations under this Agreementdetermining whether any Divestiture Action constitutes, individually or in the aggregate with any other Divestiture Action, a Regulatory Material Adverse Effect, loss of reasonably anticipated synergies from the transactions contemplated hereby as a result of any such Divestiture Action shall be taken into account.
(be) Buyer agrees that complying with any of the steps referred to in this Section 5.04 shall not lead to any adjustments to the Purchase Price.
(f) Each party to this Agreement agrees to cooperate in obtaining any other consents and approvals approvals, and submitting any notices or applications and making any filings, that may be required in connection with the transactions contemplated by this Agreement and the Companion Transaction Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Marsh & McLennan Companies, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions Each of this Agreement, each party hereto Buyer and Seller shall each use its reasonable best efforts to perform (i) promptly obtain all authorizations, consents, orders and approvals of all federal, state, local and foreign Governmental Authorities that may be, or become, necessary for its performance of its obligations pursuant to, and consummation of the transactions contemplated by, this Agreement, (ii) take all such actions as may be requested by any such Governmental Authority to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. Buyer and Seller will cooperate in seeking promptly to obtain all such authorizations, consents, orders and approvals. Other than as may be required by applicable Law, neither Seller nor Buyer shall take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required approvals.
(b) The parties have submitted their respective HSR Act notification and report forms and, within one (1) Business Day after the written request by Seller to Buyer, will request early termination (it being understood that the Closing Date shall be no earlier than December 29, 2010). Each of Buyer and Seller agrees to make promptly any additional filing that may be required with respect to the transactions contemplated by this Agreement under any other Competition Law or by any other Governmental Authority and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such filings.
(c) Subject to applicable Law, each party to this Agreement shall keep the other party apprised of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority, comply with any such inquiry or request as promptly as practicable, promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that materials may be redacted to remove references concerning the valuation of the Business Subsidiaries. Each of Buyer and Seller shall furnish to the other party such information and assistance as such party reasonably may request in connection with the preparation of any submissions to, or proceedings by, any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting, or engage in any conversation, with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, unless prohibited by such Governmental Authority or applicable Law, and then to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting or conversation. Neither party to this Agreement shall extend, directly or indirectly, any waiting period under the HSR Act or any other Competition Law or enter into any agreement with a Governmental Authority to delay or not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Subject to the Confidentiality Agreement and to takeSection 5.02, or cause the parties to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement will coordinate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with any step required to be taken as a part of its obligations under this Agreementthe foregoing.
(bd) Each of Buyer and Seller shall use its reasonable best efforts to obtain, as promptly as practicable, any clearance required under the HSR Act or any other Competition Laws for the consummation of the transactions contemplated by this Agreement; provided, however, that reasonable best efforts shall not include (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such businesses or assets of Buyer, the Transferred Subsidiaries and their respective Subsidiaries and the Purchased Assets, (ii) otherwise taking or committing to take actions that after the Closing would limit Buyer’s and/or its Subsidiaries’ freedom of action with respect to, or its or their ability to operate and/or retain the Purchased Assets or one or more of the businesses or assets of Buyer, the Transferred Subsidiaries and/or their respective Subsidiaries and (iii) agreeing to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or Buyer’s or Buyer’s Subsidiaries’ ability to operate or retain the Purchased Assets or any of the businesses or assets of Buyer, the Transferred Subsidiaries or any of their respective Subsidiaries.
(e) Each party to this Agreement agrees to cooperate in obtaining use commercially reasonable efforts to obtain any other consents and approvals approvals, and submitting any notices or applications and making any filings, that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsAgreement.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase Agreement (Corelogic, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject Each of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof (and, in the case of such filings, applications and notifications, in no event more than thirty (30) days following the date hereof) make all filings, applications and notifications with each Governmental Authority required to the other provisions of this Agreementbe made by such party, each party hereto shall each and use its reasonable best efforts to perform its promptly obtain all Governmental Approvals, in each case, that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations under pursuant to, and the consummation of the transactions contemplated by, this Agreement and (ii) take all actions as may be required or requested by any applicable Governmental Authorities or as may otherwise be necessary in order to takeobtain such Governmental Approvals, or cause including by (A) seeking to be takenprevent the initiation of, and dodefending any Action challenging this Agreement or the consummation of the transactions contemplated hereby and thereby, (B) the prompt provision to a Governmental Authority of non-privileged information and documents requested by such Governmental Authority or cause to be done, all things that are necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms permit consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and (C) avoiding the Companion Agreements; providedentry of, howeveror causing to be lifted or rescinded, that neither any Governmental Order adversely affecting the Buyer nor ability of the Sellers parties to consummate the transactions contemplated by this Agreement. The parties shall be required to compensate any Person, commence or participate cooperate with the reasonable requests of each other in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders and approvals. Neither the Sellers Seller nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsGovernmental Approvals.
(cb) Each party hereto promptly shall make all filings In furtherance of and submissions required not in limitation of such party and shall take all actions necessarythe foregoing, proper or advisable under applicable Laws to obtain the extent necessary to (i) comply with any required approval of conditions imposed by any Governmental Authority with jurisdiction over on its approval of the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to by this Agreement, (ii) prevent the appropriate Governmental Authority all information required for any application enactment, entry, enforcement or other filing to be made pursuant to promulgation of any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports restraining or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to prohibiting the transactions contemplated by this Agreement or (iii) vacate, modify or suspend any injunction or order that would make the consummation of the transactions contemplated by this Agreement in accordance with its terms unlawful or that would prevent or delay the consummation of the transactions contemplated by this Agreement, Buyer shall offer to accept an order to (A) divest such portion of (I) the assets and businesses of the Companion Agreements under Company or (II) the assets and businesses of Buyer and its Affiliates, (B) terminate any applicable Law regarding antitrust mattersexisting relationships or contractual rights and obligations, (C) hold separate such assets and businesses pending such divestiture, (D) increase the capitalization of Buyer or its Affiliates or (E) otherwise take or commit to take actions that, after the Closing Date, would limit Buyer’s or its Affiliates’ (including the Company’s) freedom of action with respect to, or ability to retain, one or more of the businesses, locations, employees, product lines or assets of Buyer and its Affiliates (including the Company).
(dc) Notwithstanding anything in Seller and Buyer shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain review in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, advance any directions, orders, advice, aid, assistance or information proposed communication by such party to any directorGovernmental Authority and shall provide each other with copies of all correspondence, officer filings or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated communications between such party or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. Except as otherwise required or requested by the applicable Governmental Authority, neither Seller nor Buyer shall agree, nor shall Seller or Buyer permit the Company to agree, to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 7.02, Seller and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing; provided, that neither party shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material disclose to the benefits expected other any of its or its Affiliates’ confidential competitive information. Neither party shall be required to be derived by the Buyer as a result comply with any provision of the transactions contemplated hereby or be material this Section 7.03(c) to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to extent that such compliance would be conducted following the transactions contemplated herebyprohibited by applicable Law.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject The Sellers and the Acquiror shall cooperate and use their respective reasonable best efforts to (i) obtain, as expeditiously as possible and not later than the End Date, all Governmental Approvals that may be, or become, necessary for the execution, delivery and performance of, and consummation of the transactions contemplated by, the Transaction Agreements, (ii) resolve, as expeditiously as possible and not later than the End Date, such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by the Transaction Agreements under any Law in any relevant jurisdiction, (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other provisions order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the Transaction Agreements, provided that the Acquiror shall not be required to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby or by the other Transaction Agreements, and (iv) promptly secure the issuance, reissuance or transfer of all Environmental Permits necessary to operate the Business in compliance with Environmental Law, a list of which is provided in Section 5.05 of the Disclosure Letter. The Sellers will cooperate with the reasonable requests of the Acquiror in seeking promptly to obtain all such authorizations, consents, orders and approvals and the issuance, reissuance or transfer of Environmental Permits. For purposes of this Section 5.05, “reasonable best efforts” shall not require the Acquiror to commit to or effect, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of any of its assets or businesses or all or any part of the Business, whether at the request of a Governmental Authority or otherwise, if the effect of such consent decree, hold separate order, trust, sale or disposition would materially impact the expected benefits to the Acquiror from the transactions contemplated hereby, taking into account the impact of any such consent decree, hold separate order, trust, sale or disposition. Neither the Acquiror nor the Sellers shall take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required authorizations, consents, waivers, orders or approvals.
(b) Each party hereto agrees to make promptly any filing or notice that may be required with respect to the transactions contemplated by this Agreement or by the other Transaction Agreements under any Law or by any Governmental Authority. The Acquiror, on the one hand, and the Sellers, on the other hand, shall evenly split the filing fees associated with such required filings in any jurisdiction.
(c) Each party to this Agreement shall promptly notify the other parties hereto of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties hereto to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other parties hereto with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, subject to Section 5.02(d). No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority, gives the other parties hereto the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 5.02(d), the parties to this Agreement will coordinate and cooperate fully with each party other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction). Nothing in this Section 5.05(c) shall be applicable to Tax matters.
(d) Subject to Section 5.05(a), the Acquiror and the Sellers shall each use its reasonable best efforts to perform its obligations under this Agreement and resolve such objections, if any, as may be asserted by any Governmental Authority with respect to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of by this Agreement and shall cooperate fully with each or the other party hereto and their Representatives in connection with Transaction Agreements under any step required to be taken as a part of its obligations under this Agreement.
(b) Law. Each party to this Agreement agrees to cooperate in obtaining to obtain any other consents and approvals that may be required in connection with the transactions contemplated by the Transaction Agreements. Notwithstanding anything to the contrary set forth in this Agreement and the Companion Agreements; providedAgreement, however, that neither the Buyer Acquiror nor any of the Sellers shall be required to compensate any Personthird party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(de) Notwithstanding anything in this Agreement to the contrary, the Buyer Acquiror acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to Sellers, the operation of Company or the BusinessTransferred Subsidiary, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result one of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebySellers.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreementterms and conditions herein provided, each party hereto of Buyer and Parent shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable under applicable Law to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause make effective the transactions contemplated hereby to be effected by this Agreement as soon promptly as practicable, but and in any event on or case, prior to the End DateDate (including the satisfaction, but not waiver, of the conditions precedent set forth in accordance with Article VIII). Each of Buyer and Parent shall use reasonable best efforts to obtain consents of all Governmental Authorities, and Parent shall use its reasonable best efforts to obtain consents of all third parties, necessary to consummate the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under transactions contemplated by this Agreement.
(b) In furtherance and not in limitation of the foregoing, each party hereto shall make all necessary filings and notifications under any applicable Regulatory Law with respect to the transactions contemplated by this Agreement as promptly as practicable and advisable, including with respect to any filings required to comply with the Foreign Acquisitions and Takeovers Xxx 0000 (Cth) within ten (10) Business Days of the date of this Agreement. Each party hereto shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to any applicable Regulatory Law. Without limiting the foregoing, (i) Buyer and Parent shall not, and shall ensure that their respective controlled Affiliates shall not, voluntarily extend any waiting period or other applicable time period under any applicable Regulatory Law or enter into any agreement with any Governmental Authority, in each case, to delay, or otherwise not to consummate as soon as practicable the transactions contemplated hereby, except with the prior written consent of the other parties hereto, which consent may be withheld in the sole discretion of the non-requesting party, and (ii) Buyer and Parent agree, at Buyer’s sole cost, to take any and all actions that are necessary or reasonably advisable to avoid or eliminate each and every impediment under any applicable Regulatory Law that may be asserted or required by any Governmental Authority or that are otherwise requested by a Governmental Authority in order to consummate the transactions contemplated by this Agreement as expeditiously as possible, and in any event prior to the End Date, including, without limitation, (A) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, and other disposition of, any entities, operations, assets, divisions, businesses, product lines, customers or facilities of the respective businesses of the Transferred Companies or Buyer or its controlled Affiliates, (B) creating, terminating, amending or assigning existing relationships, ventures, contractual rights, or obligations of the respective businesses of the Transferred Companies or Buyer, (C) amending, assigning, or terminating existing licenses or other agreements (and entering into such new licenses or other agreements), (D) otherwise taking or committing to any action that would limit Buyer’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any Transferred IP or any businesses, assets, products, or equity interests of Buyer, its controlled Affiliates or the Transferred Companies; and/or (E) entering into any Governmental Order, consent decree or other agreement to effectuate any of the foregoing (the “Regulatory Actions”); provided that such Regulatory Actions may be conditioned upon and become effective only from the consummation of the transactions contemplated by this Agreement. All filing fees incurred in connection with filings and notifications under any applicable Regulatory Law shall be borne by Buyer. Buyer agrees not to take any action that would reasonably be expected to result in a delay in obtaining the Required Regulatory Approvals. Notwithstanding anything to the contrary set forth here, nothing in this Section 5.06 shall obligate Buyer to take any action that may affect (i) any of Buyer’s Affiliates, other than Snacking Investments HoldCo Pty Limited, Snacking Investments MezzCo Pty Limited and Snacking Investments MidCoPty Limited or any other controlled Affiliates of Buyer, or (ii) any portfolio companies of investment vehicles managed or advised by any Affiliates of Buyer.
(c) Each party to this Agreement agrees shall promptly notify the other parties hereto of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other parties hereto to review in advance, and shall consider in good faith the comments of the other party in connection with, any communication proposed to be made by such party (or its advisors) to any Governmental Authority, and shall provide the other parties hereto with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, subject to Section 5.02(d). No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other parties hereto the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and applicable Law, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction; provided, that certain highly confidential information or Trade Secrets may be redacted and/or made available on an “outside counsel basis only”.
(d) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person (other than the Parties or their Affiliates) is commenced that questions the validity or legality of the transactions contemplated hereby, seeks to temporarily or permanently enjoin the transactions contemplated hereby, or seeks damages in connection therewith, the parties hereto agree to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if any decree, judgment, injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order vacated, lifted, reversed or overturned.
(e) Each party to this Agreement shall reasonably cooperate in obtaining any consents and approvals consents, approvals, permits, waiting period expirations or authorizations that may be required in connection with the transactions contemplated by this Agreement (including those required from counterparties to Material Contracts and leases of Leased Real Property) as soon as reasonably practicable after the date hereof and the Companion Agreements; provided, however, that neither Parent shall promptly provide to the Buyer nor copies of any such consents, approvals, permits, waiting period expirations or authorizations. Notwithstanding anything to the Sellers contrary in this Agreement, nothing herein shall obligate or be required construed to compensate obligate any Personof the parties to make, commence or participate in litigation or offer or grant cause to be made, any accommodation (financial or otherwise) payment to any Person third party in order to obtain any such the consent or approval. Neither the Sellers nor the Buyer shall take approvals of such third party under any action that they should be reasonably aware would have the effect Material Contract or lease of delaying, impairing or impeding the receipt of any required consents or approvalsLeased Real Property.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(df) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesAffiliates and Representatives, successors and assigns that the operation of the Business respective businesses of the Transferred Companies shall remain in the dominion and control of the Sellers Seller Parties until the Closing and that none of the foregoing Persons will Buyer and its Affiliates and Representatives shall not provide, directly or indirectly, any directions, orders, advice, aid, assistance directions or information orders to any director, officer or employee of any of the Sellers Seller Parties or the Transferred Companies with respect to the operation of the Businessrespective businesses of the Transferred Companies, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerParent, and in accordance with any applicable Laws.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Campbell Soup Co)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of terms and conditions set forth in this Agreement, each party hereto of the Parties shall, and shall cause each of its Affiliates to, use its reasonable best efforts (subject to perform its obligations under this Agreement and compliance with applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under permitted by applicable Law Laws, including Antitrust Laws, to consummate and make effective the Transactions, including (i) promptly obtaining all authorizations, consents, Orders, approvals, licenses, Permits and waivers of, or the expiration or termination of waiting periods from, all Government Authorities and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement or the consummation of the Transactions (collectively, the “Government Approvals”), (ii) cooperating fully with the other Party in promptly seeking to obtain all consents Government Approvals, (iii) providing such other information to any Government Authority as such Government Authority may request in connection herewith and (iv) obtaining all consents, approvals or waivers from third parties that are necessary to consummate the Transactions; provided that, notwithstanding the foregoing, neither Seller nor any Subsidiary of Seller shall be required to make any payments, financial accommodations or concessions (other than advisory fees or other ancillary expenses) in connection with the fulfillment of its obligations in this Section 6.04(a). As promptly as practicable following the Agreement Date (with respect to each Government Approval set forth on Schedule 6.04(a), in no event later than the corresponding date set forth on Schedule 6.04(a), which may be extended following Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)), each Party shall make its respective filing, if necessary, pursuant to the applicable Antitrust Law set forth on Schedule 6.04(a) with respect to the Transactions and shall supply as promptly as reasonably practicable thereafter to the appropriate Government Authorities any additional information and documentary material that may be requested pursuant to the applicable Antitrust Law. Each of the Parties shall cooperate with one another in good faith to (i) promptly determine whether any filings not set forth on Schedule 6.04(a) are required to be made, and whether any other Government Approval not set forth on Schedule 6.04(a) is required to be obtained, from any Government Authority under any applicable Laws, including Antitrust Laws, in connection with the Transactions, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such Government Approval that the parties determine are required to be made or obtained in connection with the Transactions. Buyer shall be responsible for the payment of all filing fees under any Antitrust Law.
(b) Without limiting the generality of the undertaking of each Party pursuant to Section 6.04(a), each Party, shall, and shall cause each of its Subsidiaries and Affiliates to, use its and their reasonable best efforts, and promptly take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law or any objection that may be asserted by any Government Authority, and to avoid the commencement of any Action by any Government Authority or any other Person under Antitrust Laws, and to avoid the entry of, or to effect the dissolution of, any Order in any Action under Antitrust Laws which would otherwise have the effect of preventing or delaying the consummation of the Transactions (“Antitrust Law Impediment”), provided that, notwithstanding anything to the contrary contained in this Agreement, under no circumstance will Buyer or any of its Affiliates be required to, and Seller shall not, and shall cause its Affiliates not to, without Buyer’s prior written consent, (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license, lease or other disposition of any assets, properties, products or businesses of the Business or Buyer or any of its Affiliates pursuant hereto, (ii) terminate existing relationships, contractual rights or obligations of the Business or Buyer or any of its Affiliates, (iii) terminate any venture or other arrangement of the Business or Buyer or any of its Affiliates, (iv) create any relationship, contractual rights or obligations of the Business or Buyer or any of its Affiliates, (v) effectuate any other change or restructuring of the Business or Buyer or any of its Affiliates or (vi) otherwise take or commit to take any actions with respect to the businesses, product lines or assets of the Business or Buyer or any of its Affiliates, including in order to obtain the Government Approvals or avoid any Antitrust Law Impediment; provided, further, that in no event shall any Party or any of its Subsidiaries or Affiliates be required to agree to any action, concession, or undertaking unless such action, concession or undertaking is conditioned on the Closing. Each Party shall vigorously defend, contest and resist any Claim asserted in court by any Government Authority or any other Person under Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date or in order to obtain the applicable Government Approval.
(c) Buyer and Seller shall discuss and in good faith agree on the strategy to obtain the Government Approvals and direct the defense of this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby before any Government Authority; provided that Buyer shall, following reasonable consultation with Seller and in consideration of Seller’s views in good faith, ultimately be entitled to be effected as soon as practicable, but in any event on or prior to direct the End Date, in accordance with the terms defense of this Agreement and the transactions contemplated hereby before any Government Authority and to take the lead in the scheduling of, and strategic planning for, any meetings with, and conducting of negotiations with, Government Authorities regarding (i) the expiration or termination of any applicable waiting period relating to the Transactions or (ii) obtaining any consent, approval, waiver, clearance, authorization, or permission from a Government Authority, provided however, that it shall afford Seller a reasonable opportunity to, and Seller shall be entitled to (to the extent practicable), participate therein. Notwithstanding the foregoing provisions of this Section 6.04(c), (A) each Party shall keep the other Party apprised of the content and status of any substantive communications with, and substantive communications from, any Government Authority with respect to the Transactions, including promptly notifying the other Party of any material communication it or any of its Affiliates receives from any Government Authority relating to any review or investigation of the Transactions under any Antitrust Laws and shall permit the other Party to review in advance (and to implement any reasonable comments made by the other Party in relation to) any proposed substantive communication by such Party to any Government Authority relating to such matters, (B) each Party shall not make any filings or amendments thereto with respect to the Government Approvals without the other Party’s prior written consent (which shall not be unreasonably delayed, conditioned or withheld) except as required by any other provision of this Agreement, (C) none of the Parties shall agree to participate in any non-ministerial meeting, telephone call or discussion with any Government Authority in respect of any submissions, filings, investigation (including any settlement of the investigation), litigation or other inquiry relating to the matters that are the subject of this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend and participate at such meeting, telephone call or discussion, and (D) no Party shall agree to any extension of any waiting period under any regulatory Law or otherwise enter into any arrangement with any Government Authority, in each case (clause (D)) in connection with any Government Approvals, without the other Party’s written consent. The Parties will coordinate and cooperate fully with each other party hereto in exchanging such information and their Representatives in connection with any step required to be taken providing such assistance as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that the other Party may be required reasonably request in connection with the transactions contemplated by this Agreement foregoing and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate in seeking any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyGovernment Approval. The Buyer Parties shall provide each other with copies of all material correspondence, filings or communications between them or any of their representatives, on the one hand, and the Sellers shall make their respective HSR Act filings at such time as mutually agreedany Government Authority or members of its staff, if applicable. Each of the parties hereto shall cooperate with on the other parties hereto in promptly filing any other necessary applicationshand, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyby this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements and in seeking (iii) as necessary consultation with and prompt favorable action by such Governmental Authorityto address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that each Party may reasonably designate materials, including the resolution of any objections, if anymaterials submitted with that Party’s regulatory filings, as may “Outside Counsel Only” or “Outside Advisors Only,” in which case access to such materials shall be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersrestricted accordingly.
(d) Notwithstanding anything in this Agreement to Until that date that is twenty-four (24) months following the contraryClosing Date, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation each of the Parties shall, and shall cause their respective Affiliates to, cooperate with each other to prepare and file any registrations, license requests, amendments to existing authorizations or other filings required to ensure that all licenses, exemptions, or other authorizations relating to Sanctions Laws and Ex-Im Laws used by the Business shall remain in continue to be valid and effective following the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerClosing.
(e) Notwithstanding anything in the foregoing, this Section 5.05 6.04 shall not apply to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result transfer of the transactions contemplated hereby or be material Transferred Permits and Transferred Product Authorizations to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyBuyer, which is governed by Section 6.07.
Appears in 1 contract
Samples: Asset Purchase Agreement (Elanco Animal Health Inc)
Regulatory and Other Authorizations; Consents. (a1) Subject to Each of the other provisions of this Agreement, each party hereto Seller and the Purchaser shall each use its reasonable best efforts to perform promptly 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 obligations under this Agreement execution and to take, or cause to be takendelivery of, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part performance of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by pursuant to, this Agreement and the Companion AgreementsAncillary Agreements to which it is a party and the transfer, purchase and sale of the Shares to Purchaser, and will cooperate with the other in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, it being understood that neither the Buyer nor the Sellers party shall be required to compensate pay any Person, commence fees or participate in litigation or offer or grant any accommodation (financial or otherwise) other payments to any Person such regulatory bodies or officials in order to obtain any such consent authorization, consent, order or approvalapproval (other than normal filing fees). Neither the Sellers Purchaser nor the Buyer shall Seller will take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c2) Each party hereto agrees to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days after the date hereof and to supply promptly shall make all filings any additional information and submissions required of such documentary material that may be requested pursuant to the HSR Act. Each party and shall take all actions necessary, proper or advisable under applicable Laws hereto agrees to use its best efforts to obtain early termination of the waiting period under the HSR Act. In addition, each party agrees to promptly make any other filing that may be required approval of under any Governmental Authority with jurisdiction over antitrust Law or by any antitrust authority. The Purchaser agrees to take any and all commercially reasonable steps necessary to avoid or eliminate each and every impediment under any antitrust Law that may be asserted by any United States or foreign governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby. Each party hereto shall bear its respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions.
(3) Each of the Seller and the Purchaser shall use its reasonable best efforts to furnish to the appropriate Governmental Authority obtain all information other consents and approvals that may be required for any application or other filing to be made pursuant to any applicable Law obtained by it in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Ancillary Agreements under any applicable Law regarding antitrust matters.
and shall cooperate with the other in obtaining such other consents and approvals; provided, however, that (di) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party shall be required to take compensate any action, including responding third party to and/or defending obtain any court such consent or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into approval and (ii) the Seller shall not be required to obtain any consent decree or taking any action which approval that may be required in connection with the Buyer reasonably determines could be material Contracts referred to the benefits expected to be derived by the Buyer as a result in items (d) through (h) of Section 3.04 of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyDisclosure Schedule.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Each of the parties hereto shall cooperate and use its commercially reasonable efforts (which reasonable efforts expressly exclude, except to the extent provided for in the DIP Budget, any obligation on Seller’s part to pay any fee or other provisions of this Agreementamount to any third party for its consent, each party hereto shall each use its reasonable best efforts waiver, authorization or the like) to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement and to continue the Companion Agreements; providedconduct of the Business by Purchaser following Closing, however(ii) obtain any consents, that neither the Buyer nor the Sellers shall be licenses, permits, waivers, approvals, authorizations or orders required to compensate any Personbe obtained or made in connection with the authorization, commence or participate in litigation or offer or grant any accommodation execution and delivery of this Agreement, to the extent that the need for the same is not obviated by the entry of the Sale Order, the consummation of the transactions contemplated hereby, and the conduct of the Business by Purchaser following Closing and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby and the conduct of the Business by Purchaser following Closing, including applicable securities Law, and the rules and regulations of any stock exchange on which the securities of any of the parties are listed or quoted (including the NASDAQ as to Purchaser).
(b) The parties hereto shall cooperate and consult with each other in seeking necessary consultation connection with the making of all such filings and prompt favorable action by such Governmental Authoritynotices, including by providing copies of all such documents to the resolution non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice to the extent practicable. No party to this Agreement shall consent to any voluntary extension of any objectionsstatutory deadline or waiting period or to any voluntary delay of the consummation and the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if any, as may which consent shall not be asserted with respect to unreasonably withheld or delayed. Each party shall promptly inform the others of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. To the extent practicable, no party to this Agreement shall agree to participate in any meeting with any Governmental Body in respect of any filing with such body, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) participate at such meeting. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business nothing herein shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly be construed to require Purchaser to provide Seller or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertakingAffiliates with copies of, or proposing approval over or entering into any consent decree material related to any necessary or taking appropriate filings with any action which the Buyer reasonably determines could be material Governmental Body or self-regulatory organization other than as specifically relates to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Each of Parent and the Company shall, and shall cause each of its applicable Affiliates to, as soon as reasonably practicable following the date hereof (and in no event later than fourteen (14) calendar days after the date hereof) make all filings, applications and notifications with each Governmental Authority that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement. In furtherance of and without limiting the foregoing, the “Form A” Acquisition of Control Statement (including the business plan and projections relating thereto) filed by Parent with the Connecticut Insurance Department shall be substantially in the form set forth in Schedule 6.03(a). Subject to the other provisions terms and conditions of this Agreement, each party the parties hereto shall, and shall each cause their respective Affiliates to, use its their reasonable best efforts to perform its obligations under this Agreement and to (i) take, or cause to be taken, and do, or cause to be done, all things actions reasonably necessary, proper or advisable under applicable Law to obtain comply promptly with all consents required under this Agreement legal and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to requirements which may be effected as soon as practicable, but in any event imposed on or prior such party with respect to the End Date, in accordance with the terms consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and, subject to the conditions set forth in Article IX, to consummate the Merger, (ii) obtain (and to cooperate with each other party hereto to obtain) as promptly as practicable all Governmental Approvals that may be or become necessary for the performance of the obligations pursuant to this Agreement and the Companion Agreements; providedconsummation of the transactions contemplated hereby, howeverincluding by promptly providing (following a reasonable opportunity for consultation) to a Governmental Authority any non-privileged information (including documents) requested by such Governmental Authority in connection with such Governmental Approvals, and (iii) take all other steps necessary or appropriate to ensure that neither the Buyer nor conditions precedent to such party’s obligation to consummate the Sellers Closing set forth in Article IX are satisfied not later than the Outside Date. The actions required by this Section 6.03(a) shall be not include the acceptance by Parent or any of its Affiliates (other than the Company or any other Target Company) of any requirement to make a contribution of capital to or provide a capital maintenance arrangement for the benefit of the Company or any other Target Company. In accordance with Section 12.01, each party shall bear its own costs and expenses for obtaining its respective regulatory approvals, except that Parent shall have responsibility for the filing fees under the HSR Act. The parties shall cooperate with the reasonable requests of each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. From the date hereof through (and giving effect to) the Closing, Parent and Merger Sub shall not, and shall cause Xxxxxx Investments, LLC and each other entity listed as an “Applicant” in the “Form A” Acquisition of Control Statement set forth in Schedule 6.03(a) (the “Form A Applicants”) not to, make any change in its direct or indirect ownership or governance structure as set forth in Schedule 6.03(a) that would result in any Person other than the Form A Applicants being required to compensate be listed as an “Applicant” in the “Form A” Acquisition of Control Statement filed with the Connecticut Insurance Department or otherwise require any Personamendment to such “Form A” Acquisition of Control Statement that would reasonably be expected to have the effect of materially delaying, commence impairing or participate in litigation impeding the receipt of the approval of such “Form A” Acquisition of Control Statement by the Connecticut Insurance Department. Without limiting the generality of the previous sentence, from the date hereof through (and giving effect to) the Closing, Parent shall cause Xxxxxx Investments, LLC not to have any owner of 10% or offer or grant any accommodation (financial or otherwise) more of its voting LLC interests other than XXX Xxxxxx Holdings, LLC. Subject to any Person to obtain any such consent or approval. Neither the Sellers nor foregoing provisions of this Section 6.03(a), none of the Buyer parties shall take any action that they should would reasonably be reasonably aware would expected to have the effect of materially delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly Governmental Approvals that are necessary for the consummation of the Merger. Parent shall make all filings and submissions required of such party not, and shall take all actions necessarycause its Affiliates not to, proper at any time prior to the Closing, file any application with or advisable under applicable Laws to obtain any required request for approval of or non-disapproval by any Governmental Authority with jurisdiction over respect to any inter- affiliate transaction between any of the transactions contemplated hereby. Each party hereto Insurance Companies, on the one hand, and Parent or any of its Affiliates, on the other hand.
(b) The Company and Parent shall use promptly notify one another of any communication it or its reasonable best efforts to furnish Affiliates receives from any Governmental Authority relating to the appropriate matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, that no party shall be required to disclose to the other any of its or its Affiliates’ confidential competitive information required for or any application personally identifiable information of their respective officers, directors or other filing applicable individuals. Except as otherwise required or requested by the applicable Governmental Authority, neither the Company nor Parent shall agree to be made pursuant to participate in any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents meeting with any Governmental Authority having jurisdiction (other than (i) a non-substantive scheduling or administrative call or (ii) a telephone call initiated by such Governmental Authority and not scheduled in advance) in respect of any such filings, investigation or other inquiry unless it consults with respect the other party in advance and, to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action extent permitted by such Governmental Authority, including gives the resolution of any objections, if any, as may be asserted with respect other party the opportunity to attend and participate at such meeting. Subject to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contraryConfidentiality Agreement, the Buyer acknowledges on behalf of itself Reverse NDA and its Affiliates Section 6.02, the Company and its Parent shall coordinate and their directorscooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing; provided, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party shall be required to take disclose to the other any actionof its or its Affiliates’ confidential competitive information or any personally identifiable information of their respective officers, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture directors or other undertaking, or proposing or entering into applicable individuals. Neither party shall be required to comply with any consent decree or taking any action which the Buyer reasonably determines could be material provision of this Section 6.03(b) to the benefits expected to extent that such compliance would be derived prohibited by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapplicable Law.
Appears in 1 contract
Samples: Merger Agreement
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Efforts. Each party hereto shall each will use its all commercially reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of all federal, state and local regulatory bodies and officials that may be or become necessary for the execution and delivery of, and the performance of its obligations under pursuant to, this Agreement and to take, or cause to be taken, the Ancillary Agreements and do, or cause to be done, all things necessary, proper or advisable under applicable Law will cooperate fully with the other party in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to satisfy all conditions the HSR Act with respect to its obligations under this Agreement and to cause the transactions contemplated hereby as promptly as is practicable after the date hereof and to be effected as soon as practicable, but in supply promptly any event on or prior to the End Date, in accordance with the terms of this Agreement additional information and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals documentary material that may be required in connection with requested by any governmental authority pursuant to the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents approvals. Without limiting the generality of the parties' undertakings pursuant to this Section, the parties shall use all commercially reasonable efforts to prevent the entry in a judicial or approvals.
administrative proceeding brought under any antitrust or similar law by the Federal Trade Commission, the Department of Justice or any other United States federal or state, or non-U.S. government or governmental authority (can "ANTITRUST AUTHORITY") Each or any other party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application permanent or preliminary injunction or other filing order that would make consummation of the acquisition of the Purchased Assets in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation. In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be made pursuant to instituted) challenging any applicable Law in connection with the transactions transaction contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time by this Agreement as mutually agreedviolative of any antitrust or similar law, if applicable. Each each of the parties hereto shall cooperate with the other parties hereto in promptly filing and use all commercially reasonable efforts to contest and resist any other necessary applicationssuch action or proceeding and to have vacated, reports lifted, reversed, or overturned any decree, judgment, injunction or other documents with any Governmental Authority having jurisdiction with respect to this Agreement order, whether 17 temporary, preliminary or permanent, that is in effect and the transactions contemplated herebythat prohibits, and in seeking necessary consultation with and prompt favorable action by such Governmental Authorityprevents, including the resolution or restricts consummation of any objectionssuch transaction, if any, as may be asserted with respect to unless by mutual agreement the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersparties decide that litigation is not in their respective best interests.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Each of Buyer and Seller shall, and shall cause each of its applicable Affiliates to, (i) as soon as reasonably practicable following the date hereof (and, in the case of such filings, applications and notifications, in no event more than ten (10) days following the date hereof) make all filings, applications and notifications with each Governmental Authority (including a “Form A” Acquisition of Control Statement to be filed with the Insurance Commissioner of the State of Iowa in substantially the form that has been provided by Buyer to Seller prior to the other provisions of this Agreementdate hereof (with the remaining portions thereof duly completed in good faith as applicable)), each party hereto shall each and use its reasonable best efforts to perform its promptly obtain all Governmental Approvals, in each case, that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations under pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements and (ii) use reasonable best efforts to (A) prevent the initiation of, and defend any Action challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby and thereby, (B) promptly provide to takea Governmental Authority any non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements and (C) avoid the entry of, or cause to be takenlifted or rescinded, and do, or cause any Governmental Order adversely affecting the ability of the parties to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with consummate the transactions contemplated by this Agreement and the Companion other Transaction Agreements; provided, however, that neither . The parties shall cooperate with the Buyer nor the Sellers shall be required to compensate any Person, commence or participate reasonable requests of each other in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders and approvals. Neither the Sellers Seller nor the Buyer shall take any action that they should be reasonably aware would have the effect of materially delaying, impairing or impeding the receipt of any required consents or approvalsthe Governmental Approvals listed in Schedule 11.01(b) and Schedule 11.02(b).
(cb) Each party hereto promptly shall make all filings In furtherance of and submissions required not in limitation of such party the foregoing, subject to the terms and conditions of this Agreement, Buyer and Seller shall, and shall take all actions necessarycause their applicable Affiliates to, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for (i) comply with any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with conditions imposed by any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution its approval of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and or any other Transaction Agreement, (ii) prevent the Companion Agreements under enactment, entry, enforcement or promulgation of any applicable Law regarding antitrust mattersrestraining or prohibiting the transactions contemplated by this Agreement or any other Transaction Agreement or (iii) cause to be vacated, modified or suspended any injunction or order that would make the consummation of the transactions contemplated by this Agreement or any other Transaction Agreement in accordance with its terms unlawful or that would prevent or materially delay the consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, subject, in each case, to Section 7.03(d).
(c) Seller and Buyer shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, that no party shall be required to disclose to the other any of its or its Affiliates’ confidential competitive information or any personal identifiable information of their respective officers, directors or other applicable individuals. Except as otherwise required or requested by the applicable Governmental Authority, neither Seller nor Buyer shall agree to participate in any meeting with any Governmental Authority (other than a telephone call initiated by such Governmental Authority and not scheduled in advance or ministerial telephone calls not expected to invoke a substantive discussion of the transactions contemplated hereunder or under the other Transaction Agreements) in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and Section 7.02, Seller and Buyer shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing; provided, that neither party shall be required to disclose to the other any of its or its Affiliates’ confidential competitive information or any personally identifiable information of their respective officers, directors or other applicable individuals. Neither party shall be required to comply with any provision of this Section 7.03(c) to the extent that such compliance would be prohibited by applicable Law.
(d) Notwithstanding anything in this Agreement herein to the contrary, the Buyer acknowledges on behalf of itself and shall not be obligated to take or refrain from taking or to agree to it or its Affiliates and its and their directors(or the Company) taking or refraining from taking, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding or to and/or defending permit to exist any court restriction, condition, limitation or administrative proceedingrequirement which, proposing individually or making any divestiture together with all other such actions, restrictions, conditions, limitations or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived requirements imposed by the Buyer as a result of Governmental Authorities in connection with the transactions contemplated hereby by this Agreement or any other Transaction Agreement, would or would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on Buyer (any such actions, restrictions, conditions, limitations or requirements, a “Burdensome Condition”). Without the prior written consent of Buyer, Seller shall not, and shall cause its Affiliates not to, take or refrain from or to agree to the business of taking or refraining from any action or to permit or suffer to exist any restriction, condition, limitation or requirement that would or would reasonably be expected to result, individually or in the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyaggregate, in a Burdensome Condition being imposed by a Governmental Authority.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto Detective shall each use its commercially reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its obligations under this Agreement execution and to take, or cause to be takendelivery of, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part performance of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by pursuant to, this Agreement and the Companion Ancillary Agreements, and Lynx will cooperate with Detective in promptly seeking to obtain all such authorizations, consents, orders and approvals, including providing any required information; providedit being understood that, howeverexcept as set forth in Section 5.03(c), that neither the Buyer nor the Sellers Lynx shall not be required to compensate pay any Person, commence fees or participate in litigation or offer or grant any accommodation (financial or otherwise) other payments to any Person such regulatory bodies or officials in order to obtain any such consent authorization, consent, order or approval. Neither the Sellers nor the Buyer shall Detective will not take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) Detective agrees, if necessary, to promptly make an appropriate Section 1018 filing (the "Section 1018 Approval") with the NASD with respect to the change of control of DBC Securities, Inc. and to respond promptly to any request for any additional information and documentary material that may be requested by the NASD. Detective further agrees to file any required notices with, and obtain any required approvals from, state securities regulators in connection with the change of control of DBC Securities, Inc. Detective shall bear the filing fees in connection with such filings. Detective will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals.
(c) Each party hereto promptly shall agrees to make all filings an appropriate filing of a Notification and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish Report Form pursuant to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement hereby within 25 Business Days after the date hereof and the Companion Agreements under to respond promptly to any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement request for any additional information and documentary material that may be requested pursuant to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerHSR Act.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Data Broadcasting Corporation)
Regulatory and Other Authorizations; Consents. (a) Subject to The parties (i) shall as soon as reasonably practicable following the other provisions of this Agreementdate hereof make all filings, each party hereto shall each applications and notifications with, and use its their commercially reasonable best efforts to perform its obligations under this Agreement promptly obtain all authorizations, consents, orders and to take, approvals of all Governmental Authorities that may be or cause to be takenbecome necessary for their respective execution and delivery of, and dothe performance of their respective obligations pursuant to, and the consummation of, the transactions contemplated by, the Transaction Agreements, and (ii) shall take all actions as may be required or cause requested by any applicable Governmental Authorities or as may otherwise be necessary in order to be doneobtain such authorizations, all things consents, orders and approvals, including by (A) seeking to prevent the initiation of, and defending any Action challenging the Transaction Agreements or the consummation of the transactions contemplated hereby and thereby, (B) the prompt provision to a Governmental Authority of non-privileged information and documents requested by such Governmental Authority or that are necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms permit consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement the Transaction Agreements and (C) avoiding the Companion entry of, or causing to be lifted or rescinded any Governmental Order entered by any Governmental Authority adversely affecting the ability of the parties to consummate the transactions contemplated by the Transaction Agreements; provided. In furtherance and not in limitation of the foregoing, howevereach party hereto agrees to, that neither and to cause each of its Affiliates to, (x) make the Buyer nor appropriate and complete filings required of Acquiror and its Affiliates and its and their Representatives pursuant to the Sellers shall be HSR Act, if applicable, and with the insurance regulatory authority of the State of Texas with respect to the transactions contemplated hereunder within ten (10) Business Days of the date hereof and (y) make all other filings required pursuant to compensate any Person, commence or participate other applicable Law with respect to the transactions contemplated by the Transaction Agreements as promptly as practicable. The parties will cooperate with the reasonable requests of each other in litigation or offer or grant any accommodation (financial or otherwise) to any Person promptly seeking to obtain any all such consent or approvalauthorizations, consents, orders and approvals. Neither the Sellers nor the Buyer and Acquiror shall not take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents such authorizations, consents, orders and approvals.
(b) If (i) any Governmental Authority shall have imposed, or approvalsshall have indicated that it may impose, conditions on its approval of the transactions contemplated by the Transaction Agreements or shall seek, or shall have indicated that it may seek, an injunction or the enactment, entry, enforcement or promulgation of any applicable Law restraining or prohibiting the transactions contemplated by the Transaction Agreements, or (ii) any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by the Transaction Agreements in accordance with the terms thereof unlawful or that would prevent or delay consummation of the transactions contemplated by the Transaction Agreements, then, to the extent necessary to comply with such conditions or to prevent the taking of such action or the enactment, entry, enforcement or promulgation of any such applicable Law or to vacate, modify or suspend any such injunction or order, Acquiror shall offer to accept an order to (A) divest such portion of (I) the Business or (II) the assets and businesses of Acquiror and its Affiliates (including the Companies), (B) terminate any existing relationships or contractual rights and obligations, (C) hold separate such assets and businesses pending such divestiture, (D) increase the capitalization of the Companies or (E) otherwise take or commit to take actions, in each case, so as to permit the consummation of the transactions contemplated hereby and by the other Transaction Agreements on a schedule as close as possible to that contemplated by this Agreement and the other Transaction Agreements.
(c) Each Sellers and Acquiror shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party hereto promptly shall make all filings and submissions required of or parties, as applicable, to review in advance any proposed communication by such party to any Governmental Authority and shall take provide each other with copies of all actions necessarycorrespondence, proper filings or advisable communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand. Except as otherwise required or requested by the applicable Governmental Authority, Sellers and Acquiror shall not agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party or parties, as applicable, in advance and, to the extent permitted by such Governmental Authority, gives the other party or parties, as applicable, the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and to Section 5.02, Sellers and Acquiror will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party or parties, as applicable, may reasonably request in connection with the foregoing and, if applicable, in seeking early termination of any applicable waiting periods under the HSR Act; provided, however, that no party shall be required to disclose to any other party any of its or its Affiliates’ confidential competitive information. No party shall be required to comply with any provision of this Section 5.05(c) to the extent that such compliance would be prohibited by applicable Laws Law.
(d) Sellers and Acquiror shall use their commercially reasonable efforts to obtain any other consents and approvals (other than those addressed in Section 5.05(a)) and make any other notifications that may be required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and by the Sellers shall make their respective HSR Act filings at such time as mutually agreedTransaction Agreements; provided, if applicable. Each of however, that the parties hereto shall cooperate with the other parties hereto not be required to pay or commit to pay any amount to (or incur any obligation in promptly filing favor of) any other necessary applications, reports third party from whom any such consent or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as approval may be asserted with respect required and no party shall be required to agree to any conditions or restrictions imposed by any third party that, individually or in the aggregate, in the judgment of such party, would materially impair (or would reasonably be expected to materially impair) the ability of such party to consummate the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersTransaction Agreements.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (HCC Insurance Holdings Inc/De/)
Regulatory and Other Authorizations; Consents. (a) Subject THCI shall use its good faith commercially reasonable efforts to obtain the other provisions authorizations, consents, orders and approvals necessary for its execution and delivery of, and the performance of its obligations pursuant to, this AgreementAgreement and each Ancillary Agreement (including, without limitation, the consent of (i) Governmental Authorities, (ii) landlords under the Ground Leases, (iii) lenders (including lenders of Existing Debt or any refinancings thereof), (iv) partners in any Partnership or Second Tier Partnership, (v) redevelopment authorities and (vi) tenants at any Property), and the Acquirors shall cooperate fully with THCI in promptly seeking to obtain all such authorizations, consents, orders and approvals. If required by the HSR Act, each party hereto shall each use its reasonable best efforts agrees to perform its obligations under this Agreement make an appropriate filing of a Notification and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior Report Form pursuant to the End Date, in accordance HSR Act with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required respect to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement within five Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required approvals.
(b) The Acquirors shall use their good faith commercially reasonable efforts to assist THCI in obtaining the consents of third parties listed in Section 3.03(b) of the THCI Disclosure Schedule, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the Contracts with such third parties (provided that neither party hereto shall be required to agree to any increase in the amount payable with respect to, or approvalsany modification that makes more burdensome, in any material respect, any Liabilities assumed by such party with respect to such Contracts) and (iii) executing agreements to effect the assumption of such Contracts on or before the Applicable Closing.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws In the event that THCI is unable to obtain any required approval of any Governmental Authority with jurisdiction over consent referred to in Section 5.05(a) or (b) prior to December 31, 1998, THCI may elect not to sell the transactions contemplated hereby. Each party hereto affected Property or Partnership Interest, as applicable, and such Property or Partnership Interest shall use its reasonable best efforts no longer be subject to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer this Agreement, and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each terms of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may shall be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersmodified accordingly.
(d) Notwithstanding anything in this Agreement The Acquirors shall use their good faith, commercially reasonable efforts to cause THCI and each of its Affiliates to be released as of the Applicable Closing, or as soon thereafter as possible, from all guaranties, guaranty obligations, indemnities and indemnity obligations of THCI and such Affiliates relating principally to the contrary, transferred Properties and applicable to the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that period subsequent to the operation Applicable Closing. The Acquirors shall cause to be issued as of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provideApplicable Closing, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to soon thereafter as possible, letters of credit, surety bonds and similar instruments in advance substitution of letters of credit, surety bonds and similar instruments furnished by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor THCI and any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material Affiliates relating principally to the benefits expected Properties. The Acquirors agree to be derived indemnify THCI and each of its Affiliates for any and all Losses incurred by the Buyer as a result THCI and any such Affiliate arising out of the transactions contemplated hereby or be material any such guaranties, guaranty obligations, indemnities, indemnity obligations, letters of credit, surety bonds and similar instruments, except to the business of extent related to occurrences prior to the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyApplicable Closing.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to The Company, the other provisions of this AgreementShareholders, each party hereto Parent and Buyer shall each use its commercially reasonable best efforts to perform its obligations under this Agreement obtain the authorizations, consents, orders and to take, or cause to be takenapprovals necessary for their execution and delivery of, and dothe performance of their obligations pursuant to, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents The Company, the Shareholders, Parent and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law in connection with the transactions contemplated hereby. by this Agreement.
(c) The Shareholders and each of Parent and Buyer and shall use commercially reasonable efforts to assist the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each Company in obtaining the consents of the third parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to complete the transactions contemplated by this Agreement Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, and (ii) agreeing to commercially reasonable adjustments to the Companion Agreements under terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any applicable Law regarding antitrust mattersmaterial increase in the amount payable or material decrease in the amount owed with respect thereto.
(d) Notwithstanding anything in this Agreement Subject to reasonable cooperation of the Shareholders’ Representative, Buyer and/or Parent shall ensure that any filings to be made with the Antitrust Authority, to the contraryextent they have not already been made prior to the date hereof, will be made without undue delay and in any event no later than ten (10) Business Days after the date hereof. To the extent permitted by applicable Law, any such filings shall be made by the Buyer acknowledges on behalf of itself and its Affiliates and its and their directorsall parties; provided, officershowever, employees, Affiliates, agents, representatives, successors and assigns that the operation contents of such filings shall require prior written approval of the Business Shareholders, which shall remain not unreasonably be withheld or delayed. The Shareholders and Buyer shall closely cooperate in the dominion preparation of such filings. All parties shall closely cooperate in any discussions and control negotiations with the competent authorities with the objective to obtain the Antitrust Clearance in the shortest time period reasonably possible. Buyer may withdraw (zurücknehmen) filings made with the competent authorities or agree with such authorities on the extension of any examination period only with the express prior written consent of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerShareholders’ Representative.
(e) Notwithstanding anything Buyer shall not be obliged to (i) use judicial remedies or to take legal actions in this Section 5.05 order to obtain the Antitrust Clearance and/or (ii) accept or consent to any material obligations and conditions (Auflagen und Bedingungen), commitments (Zusagen) or other agreements required by any competent merger control authority as a condition to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyAntitrust Clearance.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this AgreementThe parties shall promptly make all filings and notifications with, each party hereto and shall each use its all reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of, all Governmental Authorities that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements and shall take all actions as may be requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals; provided, however, that in no event shall the Acquiror or any of its obligations under this Agreement and Affiliates be required to takeagree to (i) the divestiture of any business or entity or (ii) any requirement imposed by a Governmental Authority that would reasonably be expected to have a (A) Material Adverse Effect on the Transferred Companies, taken as a whole, or cause (B) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be taken, obtained by the Acquiror and do, or cause to be done, all things necessary, proper or advisable under applicable Law its Affiliates from the transactions contemplated by this Agreement. The parties will cooperate with the reasonable requests of each other in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause (including by making available, upon reasonable notice, appropriate representatives of the transactions contemplated hereby to be effected as soon as practicable, but Transferred Companies for participation in any event on or prior meetings with Governmental Authorities).
(b) Prior to the End DateClosing, in accordance with each of the terms Sellers and the Acquiror shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed material written communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that the Acquiror may redact from such correspondence, filings and communications any confidential competitive information of the Acquiror and its Affiliates. Prior to the Closing, the Acquiror shall promptly advise the Sellers of any scheduled meetings with any Governmental Authority and provide the Sellers with a summary of the matters discussed at any such meeting. Subject to the Confidentiality Agreement and to Section 5.02(c), the Sellers and the Acquiror will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with any step required to be taken as a part of its obligations under this Agreementthe foregoing.
(bc) Each party The Sellers and the Acquiror shall use their commercially reasonable efforts to this Agreement agrees to cooperate in obtaining obtain any other consents and approvals and make any other notifications that may be required in connection with the transactions contemplated by this Agreement and the Companion Transaction Agreements; provided, however, that neither none of the Buyer nor Sellers, the Sellers Transferred Companies and the Acquiror shall be required to compensate any Personthird party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ge Financial Assurances Holdings Inc)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each use its reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations under pursuant to, this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will cooperate fully with the other party in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and approvals. With respect to satisfy all conditions Purchaser, the foregoing obligation to its obligations under this Agreement and use reasonable best efforts shall be deemed to cause include, without limitation, the transactions contemplated hereby obligation to be effected divest such radio station or stations in such radio broadcast market or markets as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required by the FCC or any other Governmental Authority or as may be necessary in connection with order to secure all required approvals of the transactions contemplated by this Agreement and FCC or any other Governmental Authority. Except for the Companion Agreements; providedPurchaser Merger, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall parties hereto will not take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approval.
(b) Seller and Purchaser shall prepare and file with the FCC as soon as practicable, but in no event later than five Business Days after the execution of this Agreement, the requisite applications and other necessary instruments or approvalsdocuments requesting the FCC Consent. After the aforesaid applications and documents have been filed with the FCC, Seller and Purchaser shall prosecute such applications with all reasonable diligence to obtain the requisite FCC Consent; provided, however, except as provided in the following sentence, that neither Seller nor Purchaser shall be required to pay consideration to any third party to obtain the FCC Consent. Purchaser shall pay all FCC filing fees relating to the Transaction.
(c) Each party hereto promptly shall agrees to make all filings an appropriate filing of a Notification and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws Report Form pursuant to obtain any required approval of any Governmental Authority the HSR Act with jurisdiction over respect to the transactions contemplated herebyhereby within 10 Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Purchaser shall bear all filing fees associated with both its and Seller's HSR filings.
(d) Each party hereto shall use its reasonable best efforts agrees to furnish to the appropriate Governmental Authority all information cooperate in obtaining any other consents and approvals which may be required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers by this Agreement; provided, however, that Seller in cooperation with Purchaser shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each use its commercially reasonable efforts to obtain each consent identified in Section 3.05 of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect Disclosure Schedule prior to the transactions contemplated by this Agreement and Closing Date. Notwithstanding the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contraryforegoing, neither the Buyer Seller nor any of its Subsidiaries Purchaser shall be required to take pay consideration to any action, including responding third party to and/or defending obtain any court such consent or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapproval.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Upon the terms and subject to the other provisions of conditions set forth in this Agreement, each party hereto shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement consummate and all regulatory approvals make effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated hereby and to satisfy all conditions to its obligations under this Agreement and to or cause the transactions contemplated hereby to be effected satisfied all of the conditions precedent that are set forth in Article X, as soon applicable to each of them. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as practicable, but in any event on may be necessary or prior to desirable for effecting completely the End Date, in accordance with the terms consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreementthe transactions contemplated hereby.
(b) Each party The Selling Companies, Merger Sub III, Parent and Merger Subs shall use reasonable best efforts to this Agreement agrees to cooperate in obtaining any consents obtain the authorizations, consents, orders and approvals that may be required in connection and to make filings from or with the transactions contemplated by this Agreement any Governmental Authority or other third party necessary for their execution and delivery of, and the Companion Agreements; providedperformance of their obligations pursuant to, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalthis Agreement. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority with jurisdiction over the transactions contemplated herebyAuthority. Each party hereto shall of Parent and Merger Subs hereby covenants and agrees to use its reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable domestic or foreign Law set forth in Schedule 9.5(b) and to obtain the approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority set forth in Schedule 9.5(b), as applicable, for the Mergers and the other transactions contemplated hereby. Notwithstanding the foregoing, nothing herein shall require Parent, in connection with the receipt of any regulatory approval, to agree to sell, divest or license any assets or business or agree to restrict any business conducted by or proposed to be conducted by Parent, the Selling Companies or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the Mergers.
(c) Parent and each of the Selling Companies will (i) promptly notify the other party of any written or oral communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law (including Regulations, codes, plans, Orders and charges thereunder), permit the other party to review in advance any proposed written communication to any Governmental Authority, in each case concerning the review, clearance or approval of any of the transactions contemplated hereby under the HSR Act or any similar applicable foreign Laws; (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the review, clearance or approval of any of the transactions contemplated hereby under the HSR Act or any similar applicable foreign Laws unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party or its counsel the opportunity to attend and participate in such meeting; provided that if the Governmental Authority or applicable Law (including Regulations, codes, plans, Orders and charges thereunder) does not permit such participation by the other party or its counsel, or if Parent and Selling Companies' counsel both agree in good faith that participation of the Selling Companies or the Selling Companies' counsel
(d) The Selling Companies and Parent shall furnish to the appropriate Governmental Authority each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerAgreement.
(e) Notwithstanding anything The Selling Companies shall use their commercially reasonable best efforts to obtain all of the consents of third parties listed in Schedule 9.5(e) (the "Third Party Consents") and each of Parent and Merger Subs shall cooperate with any reasonable request of the Selling Companies in connection with obtaining the Third Party Consents; provided, however, nothing in this Section 5.05 9.5(e) shall require Parent to the contrary, neither the Buyer nor expend any of its Subsidiaries shall be required to take amounts in connection with obtaining any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebysuch Third Party Consents.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this AgreementThe parties shall promptly make all filings and notifications with, each party hereto and shall each use its their reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of, all Governmental Authorities that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements and shall take all actions as may be requested by any such Governmental Authorities to obtain such authorizations, consents, orders and approvals; provided, however, that in no event shall the Acquiror or any of its obligations under Affiliates be required to agree to (i) the divestiture of any business or entity or (ii) any requirement imposed by a Governmental Authority that would reasonably be expected to have a (A) Material Adverse Effect on the Company and the Insurance Subsidiaries, taken as a whole, or (B) material and adverse effect on the aggregate economic value and business benefits that would reasonably be expected to be obtained by the Acquiror and its Affiliates from the transactions contemplated by this Agreement. The parties will cooperate with the reasonable requests of each other in promptly seeking to obtain all such authorizations, consents, orders and approvals (including by making available, upon reasonable notice, appropriate representatives of the Company and the Insurance Subsidiaries for participation in meetings with Governmental Authorities).
(b) The Seller and the Acquiror each agree to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement promptly after the date of this Agreement and to takesupply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, or cause each party agrees to make promptly any filing that may be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement any other antitrust or competition Law or by any other antitrust or competition authority. Each party shall have responsibility for its respective filing fees associated with the HSR filings and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but any other similar filings required in any event on or prior other jurisdictions.
(c) Prior to the End DateClosing, in accordance with each of the terms Seller and the Acquiror shall promptly notify one another of any communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed material written communication by such party to any Governmental Authority and shall provide each other with copies of all correspondence, filings or communications between such party or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand; provided, however, that the Acquiror may redact from such correspondence, filings and communications any confidential competitive information of the Acquiror or its Affiliates. Prior to the Closing, neither the Seller nor the Acquiror shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance. Subject to the Confidentiality Agreement and to Section 5.02(c), the Seller and the Acquiror will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with the foregoing and in seeking early termination of any step applicable waiting periods under the HSR Act provided, however, that neither party shall be required to be taken as a part disclose to the other any of its obligations under or its Affiliates’ confidential competitive information. Neither party shall be required to comply with any provision of this AgreementSection 5.05(c) to the extent that such compliance would be prohibited by applicable Law.
(bd) Each party The Seller and the Acquiror shall use their reasonable best efforts to this Agreement agrees to cooperate in obtaining obtain any other consents and approvals and make any other notifications that may be required in connection with the transactions contemplated by this Agreement and the Companion Transaction Agreements; provided, however, that neither none of the Buyer nor Seller, the Sellers Insurance Subsidiaries and the Acquiror shall be required to compensate any Personthird party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ge Financial Assurances Holdings Inc)
Regulatory and Other Authorizations; Consents. (a) Subject The Company and Harbor shall use their good faith commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the other provisions HSR Act has not been filed prior to the date of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents make an appropriate filing of a Pre-Merger Notification and approvals that may be required in connection Report Form with respect to the transactions contemplated by this Agreement within five (5) business days after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority (as defined in Section 9.12) or filings in respect thereof. Harbor shall pay all filing and related fees in connection with jurisdiction over any such filings which must be made by any of the transactions contemplated herebyparties under the HSR Act. Each party hereto shall Harbor hereby covenants and agrees to use its reasonable best efforts to furnish to secure early termination of any waiting periods under the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreedAct, including without limitation, if applicable. Each necessary, promptly offering to sell any of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports its assets or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, business as may be asserted with respect necessary to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matterssecure such termination.
(db) Notwithstanding anything Harbor and the Company shall use their good faith commercially reasonable efforts to obtain the consents of third parties listed in this Agreement Section 2.2 of the Disclosure Schedule, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation terms of the Business shall remain in the dominion and control of the Sellers until the Closing and agreements with such third parties (provided that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party hereto shall be required to take agree to any action, including responding increase in the amount payable with respect thereto) and (iii) executing agreements to and/or defending any court effect the assumption of such agreements on or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which before the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyClosing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harbor Acquisition Corp.)
Regulatory and Other Authorizations; Consents. (a) Subject Each of the Company and Jan Xxxx xxxl use all 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 other provisions performance of its obligations pursuant to, this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will cooperate fully with the other parties in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicableapprovals, but in any event on or prior subject to the End Date, proviso in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this AgreementSection 4.05(b) hereof.
(b) Each party Jan Xxxx xxx the Company will use all their respective reasonable efforts to this Agreement agrees to cooperate assist one another in obtaining the consents referred to in Sections 5.01(d), 5.02(d) hereof and, if any, the consents referred to in Section 5.01(e) hereof; provided, however, that Jan Xxxx xxxll not be obligated with respect to such assistance (i) to expend any consents funds except the payment of the fees and expenses of any applicable attorneys, consultants or other advisors retained by it and applicable filing fees or (ii) to take any actions with respect to its business or the business of the Company which, in its reasonable judgement, is materially adverse.
(c) The Company and the Subsidiaries shall (a) take all necessary or desirable steps and proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to, Governmental or Regulatory Authorities or any other Person required of the Company or any Subsidiary to consummate the transactions contemplated hereby and by the Operative Agreements and those described in Sections 2.05 and 2.06 of the Disclosure Schedule, (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Jan Xxxx xx such Governmental or Regulatory Authorities or other Persons may reasonably request and (c) cooperate with Jan Xxxx xx promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to, Governmental or Regulatory Authorities or other Persons required of Jan Xxxx xx consummate the transactions contemplated hereby or by the Operative Agreements. The Company will provide prompt notification to Jan Xxxx xxxn any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Jan Xxxx xx any communications (and, unless precluded by Law, provide copies of any such communications that may be required are in connection writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerOperative Agreements.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party parties hereto shall each use its their reasonable best efforts to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Law or Order or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement, (ii) obtain any consents, licenses, certifications, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the Companion Agreements; providedconsummation of the transactions contemplated hereby, howeverincluding those set forth on Schedule 3.2(b), that neither the Buyer nor the Sellers shall be required to compensate any PersonSchedule 3.6, commence or participate in litigation or offer or grant any accommodation Schedule 4.2(b) and Schedule 4.2(c), and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby required under any Law or Order, including any applicable securities and antitrust Law (including, without limitation, filings under the HSR Act). Simultaneous with the execution of this Agreement, Purchaser shall deliver to Seller a certificate in the form attached as Exhibit C to this Agreement executed by a duly authorized officer of Purchaser.
(b) The parties hereto shall cooperate and consult with each other in connection with the making of all such filings and notices, provided, however, that no party shall be required to provide the other party hereto with any copies of any such filing or notice to the extent it includes proprietary or confidential information. The parties shall use commercially reasonable efforts to make or cause to be made any filings pursuant to the HSR Act not later than May 27, 2004 and Purchaser shall use commercially reasonable efforts to make or cause to be made (i) the initial filings and applications with respect to the filings and consents, approvals or authorizations set forth on Schedule 9.2, which initial filings and applications shall include all information required by applicable Law, as soon as reasonably practicable after the date hereof but in no event later than June 4, 2004, and (ii) any other filings and applications with respect to the consents, approvals or authorizations forth on Schedule 4.2(c) (but excluding the initial filings and applications with respect to the consents, approvals and authorizations set forth on Schedule 9.2), as soon as commercially practicable after the date hereof. Seller shall use good faith efforts to assist Purchaser, at Purchaser's expense, in seeking necessary obtaining the consents, approvals and authorizations set forth on Schedule 4.2(c). Purchaser shall not request or cause to be requested any early termination of the applicable waiting period under the HSR Act. No party to this Agreement shall consent to any voluntary extension of any statutory deadline or waiting period or to any voluntary delay of the consummation of transactions contemplated in this Agreement at the behest of any Governmental Authority without notifying the other party to this Agreement. Each party shall promptly inform the other of any material communication from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding any of the transactions contemplated by this Agreement. If any party or any of its Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable, and after consultation with and prompt favorable action by the other party, an appropriate response in compliance with such Governmental Authority, including request. Each party will advise the resolution other party promptly in respect of any understandings, undertakings or agreements (oral or written) which such party proposes to make or enter into with the Federal Trade Commission, the Department of Justice or any other Governmental Authority in connection with the transactions contemplated by this Agreement. Notwithstanding anything in this Section 7.4, Purchaser shall provide Seller with copies of all applications, filings or other correspondence as and when made by Purchaser in respect of the consents approvals, authorizations and filings set forth on Schedule 4.2(c).
(c) In furtherance and not in limitation of the foregoing, each party hereto shall use its commercially reasonable efforts to resolve such objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersor Order of any Governmental Authority.
(d) Notwithstanding anything To the extent required, Seller shall cooperate with Purchaser, before and after the Closing, in this Agreement regards to the contraryassignment of Medicare and/or Medicaid provider numbers and agreements, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain or in respect to any application by Purchaser for participation in the dominion Medicare and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly Medicaid programs or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with in respect to the operation licensure of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerFacilities.
(e) Notwithstanding anything in this Seller shall comply with the notice and other provisions of Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result 5(B) of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyMarlton Ground Lease.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither none of the Buyer nor Buyer, the Sellers Seller or the Company shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither None of the Sellers nor Seller, the Buyer or the Company shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The If applicable, the Buyer and the Sellers Seller shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business Company shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers Company or the Seller with respect to the operation of the BusinessCompany, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a the Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries (including, after the Closing, the Company) or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Seller shall submit the Seller NDA Letter and the Seller IND Letter to the other provisions of this Agreement, each party hereto FDA within nine (9) Business Days after the Closing. Buyer shall each use its reasonable best efforts to perform its obligations under this Agreement submit the Buyer NDA Letter and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior Buyer IND Letter to the End DateFDA following Seller’s submission of the Seller NDA Letter and the Seller IND Letter and within ten (10) Business Days after the Closing, so long as Seller has made such submission timely in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreementpreceding sentence.
(b) Each party Buyer shall take any and all reasonable steps to this Agreement agrees to cooperate in obtaining any consents and (i) promptly obtain all approvals of applicable Governmental Authorities that may be required in connection with be, or become, necessary for the transactions contemplated by execution and delivery of, and performance of its obligations pursuant to, this Agreement and the Companion Agreements; providedAncillary Agreements (including the consummation of the transactions contemplated thereby), however, and to furnish promptly any additional information and documentary material that neither the Buyer nor the Sellers shall may be required requested by a Governmental Authority (including to compensate promptly make available any Person, commence or participate information and appropriate personnel in litigation or offer or grant any accommodation (financial or otherwise) response to any Person queries made by a Governmental Authority, which may include information regarding this Agreement, Buyer’s capabilities as the potential purchaser of the Transferred Assets or other matters), (ii) promptly secure the issuance, reissuance or transfer of all licenses and permits that may be or become necessary for the Exploitation of the Product following the Closing, and (iii) take all such actions as may be requested by any such Governmental Authority to obtain such approvals, licenses and permits. Seller will cooperate with the reasonable requests of Buyer in seeking promptly to obtain all such approvals of applicable Governmental Authorities and the issuance, reissuance or transfer of such licenses and permits. Buyer shall pay all fees or make other payments required by applicable Law to any Governmental Authority in order to obtain any such consent approvals, licenses and permits, except for any and all past due amounts that were due and payable prior to or approval. Neither on the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsClosing Date.
(c) Each party hereto of Buyer and Seller shall promptly shall make all filings and submissions required notify the other of such party and shall take all actions necessary, proper any oral or advisable under applicable Laws to obtain written communication it or any required approval of its Representatives receives from any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish relating to the appropriate Governmental Authority all information required for matters that are the subject of this Section 7.3, permit the other Party and its Representatives to review in advance, and consider in good faith the views of the other Party in connection with, any application or other filing communication relating to the matters that are the subject of this Section 7.3 proposed to be made pursuant by such Party to any Governmental Authority and provide the other Party with copies of all substantive correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 7.3, provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Product, (ii) as necessary to comply with contractual arrangements or applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time (iii) as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports to address reasonable attorney-client or other documents privilege or confidentiality concerns. Neither Buyer nor Seller shall agree to participate in any meeting or discussion with any Governmental Authority having jurisdiction in respect of any such filings, investigation or other inquiry unless it consults with respect the other party in advance and, to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action extent permitted by such Governmental Authority, including gives the resolution of any objections, if any, as may be asserted with respect other party the opportunity to attend and participate at such meeting. Subject to the transactions contemplated by Confidentiality Agreements and any other applicable terms and conditions of this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contraryAgreement, the Buyer acknowledges on behalf of itself Parties will coordinate and its Affiliates cooperate fully with each other in exchanging such information and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that providing such assistance as the operation of other party may reasonably request in connection with the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Sellerforegoing.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Evofem Biosciences, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto The Acquiror shall each use its reasonable best efforts to perform (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations under pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements, (ii) take all such actions as may be requested by any such regulatory body or official to obtain such authorizations, consents, orders and approvals and (iii) avoid the entry of, or effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. GE will cooperate with the reasonable requests of the Acquiror in seeking promptly to obtain all such authorizations, consents, orders and approvals. Neither GE nor the Acquiror shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required approvals.
(b) GE and the Acquiror each agree to make or cause to be made an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable, and in any event, within ten Business Days after the date of this Agreement and to takesupply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any other antitrust or cause competition Law or by any other antitrust or competition authority. Each party shall have responsibility for its respective filing fees associated with the HSR Act filings and any other similar filings required in any other jurisdictions.
(c) Each party to this Agreement shall promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to review in advance any communication proposed to be takenmade by such party to any Governmental Authority and shall provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and doany Governmental Authority or members of its staff, or cause on the other hand, subject to be done, all things necessary, proper or advisable under applicable Law Section 5.02(c). No party to obtain all consents required under this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and all regulatory approvals and participate at such meeting. Subject to satisfy all conditions to its obligations under this the Confidentiality Agreement and to cause Section 5.02(c), the transactions contemplated hereby parties to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement will coordinate and shall cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with the foregoing and in seeking early termination of any step required applicable waiting periods under the HSR Act. Nothing in this Section 5.05(c) shall be applicable to be taken as a part of its obligations under this AgreementTax matters.
(bd) Each party to this Agreement agrees to cooperate in obtaining and use commercially reasonable efforts to obtain any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion AgreementsTransaction Agreements (including, for the avoidance of doubt, any consents or approvals necessary to obtain the assignment of any indemnification obligations that may be owed by third parties to GE or its predecessors in respect of the Assets, Shares or the Business); provided, however, that neither the Buyer nor the Sellers GE shall not be required to compensate any Personthird party in any material amount, commence or participate in litigation or offer or grant any material accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (MPM Silicones, LLC)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto Seller and Buyer shall each use its reasonable best efforts efforts, and shall cause their respective Affiliates to perform use reasonable best efforts, to (i) promptly obtain all Consents, Permits and Orders of all Government Authorities that may be, or become, necessary for the execution and delivery of, and performance of its obligations under this Agreement pursuant to, the Transaction Agreements (including the consummation of the Transactions) (collectively, the “Government Approvals “),
(i) promptly secure the issuance, reissuance or transfer of all Permits that may be or become necessary in respect of the Transferred Assets and the Assumed Liabilities following the Closing,
(ii) take all such actions as may be requested by any such Government Authority to takeobtain such Government Approvals and Permits, and (iv) avoid the entry of, or cause to be takeneffect the dissolution of, and doany permanent, preliminary or cause to be donetemporary Order, all things necessary, proper that would otherwise have the effect of preventing or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause materially delaying the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to consummation of the End Date, in accordance with the terms of this Agreement and Transactions. Each Party shall cooperate fully with each the reasonable requests of the other party hereto Party in seeking promptly to obtain all such Government Approvals and their Representatives in connection with any step required to be taken as a part the issuance, reissuance or transfer of its obligations under this Agreementsuch Permits.
(b) Each party Party shall promptly notify the other Party of any oral or written communication it receives from any Government Authority relating to the matters that are the subject of this Agreement agrees Section 6.04, permit the other Party and its Representatives to review in advance any communication relating to the matters that are the subject of this Section 6.04 proposed to be made by such Party to any Government Authority and provide the other Party with copies of all substantive correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Government Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 6.04. No Party shall agree to participate in any meeting or discussion with any Government Authority in respect of any such filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in obtaining any consents exchanging such information and approvals that providing such assistance as the other Party may be required reasonably request in connection with the transactions contemplated by foregoing. Nothing in this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers Section 6.04(b) shall be required applicable to compensate Tax matters.
(c) Neither Party shall, and shall not permit any Personof its Affiliates to, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action (including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that they should would reasonably be reasonably aware would expected to have the effect of (i) delaying, impairing or impeding the receipt of, or increasing the risk of not receiving, any required Government Approval, (ii) delaying, impairing or impeding the expiration or termination of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction waiting period with respect to this Agreement and a Government Approval, (iii) increasing the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution risk of any objections, if any, as may be asserted with respect to Government Authority entering an Order prohibiting the transactions contemplated by this Agreement and consummation of the Companion Agreements under any applicable Law regarding antitrust mattersTransactions or (iv) otherwise delaying the consummation of the Transactions.
(d) Notwithstanding anything in this Agreement to the contrarycontrary (including Section 6.01), the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesRepresentatives, successors and assigns that the operation of the Business Transferred Assets shall remain in the dominion and control of the Sellers Seller Parties until the Closing and that none of the foregoing Persons Buyer, any of its Affiliates or its or their respective successors or assigns will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer officer, Business Employee or other employee of any of the Sellers with respect to the operation of the BusinessSeller Parties, except as specifically contemplated or permitted by this Article V VI or as otherwise consented to in writing in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Western Alliance Bancorporation)
Regulatory and Other Authorizations; Consents. (a) Subject Each party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities 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 provisions party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Notwithstanding any other provision of this Agreement, each party hereto neither the Purchaser nor any of its Affiliates shall each use be required to enter into any consent decree or to dispose or hold separate any assets or otherwise agree to any action which may adversely affect the Purchaser or any of its reasonable best efforts to perform its obligations under this Agreement and to takeAffiliates, the Business, the HTS Assets or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and any Acquired Asset in order to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms objection of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this AgreementGovernmental Authority.
(b) Each party hereto agrees to this Agreement make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 10 Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Filing fees associated with such HSR filings shall be divided evenly between Purchaser and Seller.
(c) Each party hereto agrees to cooperate in obtaining any other consents and approvals that which may be required in connection with the transactions contemplated by this Agreement and the Companion AgreementsAgreement; provided, howeverthat Seller in cooperation with Purchaser shall use its commercially reasonable efforts to obtain each consent identified or required to be identified in Section 3.03 of the Disclosure Schedule prior to the Closing Date; and provided further, that that, except for approvals required pursuant to the HSR Act, no other consent or approval shall be required as a condition precedent to Closing. Notwithstanding the foregoing, neither the Buyer Seller nor the Sellers Purchaser shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) pay consideration to any Person third party to obtain any such consent or approval. Neither approval and Seller shall not agree to or permit the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt amendment of any required consents Contract of HTS or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws relating to the MSC Business in order to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application consent or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersapproval.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Each party hereto shall use all reasonable efforts to expeditiously obtain all authorizations, consents, orders and approvals of, and to give all notices to and make all filings with, all Governmental Entities (including but not limited to those pertaining to the Governmental Approvals) and other provisions third parties 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 party in promptly seeking to obtain all such authorizations, consents, orders and approvals, giving such notices, and making such filings. Buyer shall take the responsibility for the preparation, filing and prosecution of any Governmental Approvals required to be obtained in the name of any of the Midstream Companies, and shall give Seller a reasonable opportunity to approve (which approval shall not be unreasonably withheld) any such filings and to participate in any such prosecutions. To the extent required by the HSR Act, each of the parties hereto shall (i) file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, each with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement the HSR Act concerning the transactions contemplated hereby and to take, (ii) promptly comply with or cause to be takencomplied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, and do, or cause in each case so that the waiting period applicable to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected under the HSR Act shall expire as soon as practicablepracticable after the execution and delivery of this Agreement. Each party hereto agrees to request, but in any event on or prior and to the End Date, in accordance cooperate with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives or parties in requesting, early termination of any applicable waiting period under the HSR Act. Buyer shall pay the filing fees payable in connection with the filings by the parties required by the HSR Act.
(b) Without limiting the generality of Buyer's undertakings pursuant to Section 7.2(a), Buyer shall:
(i) use reasonable efforts to prevent the entry in a judicial or administrative proceeding brought under any step required Applicable Law by any Governmental Entity or any other party for a permanent or preliminary injunction or other order that would make consummation of the transactions contemplated by this Agreement unlawful or that would prevent or delay such consummation; and
(ii) take promptly, in the event that such an injunction or order has been issued in such a proceeding, any and all reasonable steps, including, without limitation, the appeal thereof or the posting of a bond, necessary to be taken vacate, modify or suspend such injunction or order so as to permit such consummation on a part of its obligations under schedule as close as possible to that contemplated by this Agreement.
(bc) Each If the transfer of any instrument, contract, license, lease, permit, or other document to Buyer hereunder shall require the consent of any party to thereto other than Seller, then this Agreement agrees shall not constitute an agreement to assign the same, and such item shall not be assigned to or assumed by Buyer, if an actual or attempted assignment thereof would constitute a breach thereof or default thereunder. In such case, Seller and Buyer shall cooperate and each shall use commercially reasonable efforts to obtain such consents to the extent required of such other parties. If any such consent cannot be obtained, Seller shall cooperate, at Buyer's request, in any reasonable arrangement designed to obtain for Buyer all benefits and privileges of the applicable instrument, contract, license, lease, permit or document. Seller shall use commercially reasonable efforts to transfer the Trading Company Permits to Buyer or, if a Trading Company Permit is not transferable to Buyer, to assist Buyer in obtaining a similar permit in Buyer's name.
(d) Buyer will use commercially reasonable efforts to assist Seller in obtaining any consents and approvals that may be required of third parties necessary or advisable in connection with the transactions contemplated by this Agreement Agreement, including, without limitation, providing to such third parties such financial statements and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (other publicly available financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by Buyer as such Governmental Authority, including the resolution of any objections, if any, as third parties may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Sellerreasonably request.
(e) Notwithstanding anything in this Section 5.05 to the contraryThe foregoing notwithstanding, neither the Buyer nor any of its Subsidiaries shall not be required to take accept any action, including responding to and/or defending Governmental Approval if the Governmental Entity having jurisdiction thereof has imposed any court conditions in writing within the body of such Governmental Approval that (i) limits or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which restricts the Buyer operations of the Midstream Companies in a manner that can reasonably determines could be material to the benefits expected to have a material adverse effect on the operations of the Midstream Companies (as conducted on the date of this Agreement), (ii) requires the divestiture by American Electric Power Company, Inc. or its subsidiaries of assets or operations with a fair market value of more than $100,000,000, (iii) can reasonably be derived by the Buyer expected to have a material adverse effect on American Electric Power Company, Inc. and its subsidiaries considered as a result of the transactions contemplated hereby or be material whole (without regard to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby) or (iv) can reasonably be expected to have a material adverse effect on the approval by (A) the Federal Trade Commission or the United States Justice Department under the HSR Act, (B) the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 or (C) the Louisiana Public Service Commission of American Electric Power Company, Inc.' s planned merger with Central and South West Corporation.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto The Purchaser shall each use its commercially reasonable best efforts to perform promptly obtain all authorizations, consents, orders and approvals of all federal, state and 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 under pursuant to, this Agreement and the Ancillary Agreement and the transfer, purchase and sale of the Shares to take, or cause to be takenthe Purchaser, and do, or cause to be done, all things necessary, proper or advisable under applicable Law the Seller will cooperate with the Purchaser in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause approvals; it being understood that the transactions contemplated hereby to Seller shall not be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part pay any fees or other payments to any such regulatory bodies or officials in order to obtain any such authorization, consent, order or approval (other than normal filing fees). The Purchaser will not take any action that would have the effect of its obligations under this Agreementdelaying, impairing or impeding the receipt of any required approvals.
(b) Each party hereto agrees to this Agreement make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to use its best efforts to obtain early termination of the waiting period under the HSR Act. In addition, each party agrees to promptly make any other filing that may be required under any antitrust Law or by any antitrust authority. The Purchaser agrees to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust Law that may be asserted by any United States or foreign governmental antitrust authority or any other party so as to enable the parties to expeditiously close the transactions contemplated hereby, including without limitation, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale or disposition of such of its assets or businesses or of the Shares to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. Each party shall bear its respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions.
(c) Each party hereto agrees to cooperate in obtaining any all other consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion AgreementsAncillary Agreement; provided, however, that neither the Buyer nor the Sellers party shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Holdings Inc)
Regulatory and Other Authorizations; Consents. (a) Subject The Company and Buyer shall use their good faith commercially reasonable efforts to obtain the other provisions authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the HSR Act, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents make an appropriate filing of a Pre-Merger Notification and approvals that may be required in connection Report Form with respect to the transactions contemplated by this Agreement within two (2) business days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; providedHSR Act. The parties hereto shall at the time of filing request early termination of the 30-day premerger waiting period pursuant to the HSR Act, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall and further will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents approvals and shall promptly respond to any requests for additional information from any Governmental Authority or approvalsfilings in respect thereof. Buyer shall pay all filing and related fees in connection with any such filings which must be made by any of the parties under the HSR Act. Buyer hereby covenants and agrees to use its best efforts to secure termination of any waiting periods under the HSR Act, including without limitation, if necessary, promptly offering to sell any of its assets or business as may be necessary to secure such termination.
(cb) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto Buyer shall use its good faith commercially reasonable best efforts to furnish assist the Company in obtaining the consents of third parties listed in Schedule 2.8, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each terms of the agreements with such third parties (provided that neither party hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take agree to any action, including responding increase in the amount payable with respect thereto) and (iii) executing agreements to and/or defending any court effect the assumption of such agreements on or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which before the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyClosing Date.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Esco Technologies Inc)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreementterms and conditions herein provided, each party hereto of Buyer and Seller shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law necessary to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement as promptly as practicable, and in any case, prior to the Companion Agreements; providedEnd Date (including the satisfaction, howeverbut not waiver, that neither of the conditions precedent set forth in Article IX). Each of Buyer nor the Sellers and Seller shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person use reasonable best efforts to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect consents of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws Governmental Authorities necessary to obtain any required approval of any Governmental Authority with jurisdiction over consummate the transactions contemplated herebyby this Agreement. Each party hereto shall use its reasonable best efforts to furnish make an appropriate filing, if necessary, pursuant to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement by May 1, 2022, and shall supply as promptly as practicable to the Companion Agreements appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Without limiting the foregoing, neither Buyer nor Seller, nor any of their respective Affiliates, shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other party hereto. The filing fees incurred in connection with the HSR Act shall be borne equally by Buyer and Seller, with each party paying fifty percent (50%) of the applicable fee.
(b) To the extent permitted by applicable Law or applicable Governmental Authority or the terms of any applicable agreement with a Governmental Authority, each party to this Agreement shall promptly notify the other party hereto of any significant written communication it receives from any Governmental Authority relating to the consummation of the transactions contemplated by this Agreement, permit the other party hereto to review in advance any significant written communication proposed to be made by such party (or its advisors) to any Governmental Authority and provide the other party hereto with copies of all significant correspondence or other significant written communications between it or any of its Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, in each case, to the extent relating to the consummation of the transactions contemplated by this Agreement, subject to the Confidentiality Agreement. No party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other party hereto in advance and, to the extent reasonably practicable and permitted by such Governmental Authority, gives the other party hereto the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any applicable Law in any relevant jurisdiction).
(c) In the event any claim, action, suit, investigation or other proceeding by any Governmental Authority or other Person is commenced which questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the parties hereto agree, subject to the limitations set forth in Section 5.05(d), to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if any decree, judgment, injunction or other order is issued in any such action, suit or other proceeding, to use best efforts to have such injunction or other order vacated, lifted, reversed or overturned and to cooperate reasonably regarding antitrust mattersany other impediment to the consummation of the transactions contemplated hereby.
(d) Notwithstanding anything in this Agreement to the contrary, the it is expressly understood and agreed that (i) Buyer acknowledges on behalf of itself shall be under no obligation to make proposals, execute or carry out agreements or submit to orders providing for a Divestiture and (ii) Seller and its Affiliates and its and may not conduct or agree to conduct a Divestiture without the prior written consent of Buyer. “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Buyer, Seller, or any of their directors, officers, employees, respective Affiliates, agents(B) the imposition of any limitation or restriction on the ability of Buyer or any of its Affiliates to freely conduct their business or control the assets acquired from Seller, representatives, successors and assigns that (C) the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee holding separate of any of Seller assets or any limitation or regulation on the Sellers with respect to the operation ability of the Business, except as specifically contemplated Buyer or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required Affiliates to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertakingexercise full rights of ownership of the assets acquired from Seller, or proposing (D) the making of any payment or entering into commercial concession to any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer third party as a result condition to obtaining a required consent of any third party in connection with the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyAgreement.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Upon the terms and subject to the other provisions of conditions set forth in this Agreement, each party hereto shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party or parties in doing, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement consummate and all regulatory approvals make effective, in the most expeditious manner practicable, the Mergers and the other transactions contemplated hereby and to satisfy all conditions to its obligations under this Agreement and to or cause the transactions contemplated hereby to be effected satisfied all of the conditions precedent that are set forth in Article X, as soon applicable to each of them. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as practicable, but in any event on may be necessary or prior to desirable for effecting completely the End Date, in accordance with the terms consummation of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreementthe transactions contemplated hereby.
(b) Each party The Selling Companies, Merger Sub III, Parent and Merger Subs shall use reasonable best efforts to this Agreement agrees to cooperate in obtaining any consents obtain the authorizations, consents, orders and approvals that may be required in connection and to make filings from or with the transactions contemplated by this Agreement any Governmental Authority or other third party necessary for their execution and delivery of, and the Companion Agreements; providedperformance of their obligations pursuant to, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalthis Agreement. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority with jurisdiction over the transactions contemplated herebyAuthority. Each party hereto shall of Parent and Merger Subs hereby covenants and agrees to use its reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable domestic or foreign Law set forth in Schedule 9.5(b) and to obtain the approval of the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority set forth in Schedule 9.5(b), as applicable, for the Mergers and the other transactions contemplated hereby. Notwithstanding the foregoing, nothing herein shall require Parent, in connection with the receipt of any regulatory approval, to agree to sell, divest or license any assets or business or agree to restrict any business conducted by or proposed to be conducted by Parent, the Selling Companies or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the Mergers.
(c) Parent and each of the Selling Companies will (i) promptly notify the other party of any written or oral communication to that party or its Affiliates from any Governmental Authority and, subject to applicable Law (including Regulations, codes, plans, Orders and charges thereunder), permit the other party to review in advance any proposed written communication to any Governmental Authority, in each case concerning the review, clearance or approval of any of the transactions contemplated hereby under the HSR Act or any similar applicable foreign Laws; (ii) not agree to participate, or to permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the review, clearance or approval of any of the transactions contemplated hereby under the HSR Act or any similar applicable foreign Laws unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party or its counsel the opportunity to attend and participate in such meeting; provided that if the Governmental Authority or applicable Law (including Regulations, codes, plans, Orders and charges thereunder) does not permit such participation by the other party or its counsel, or if Parent and Selling Companies’ counsel both agree in good faith that participation of the Selling Companies or the Selling Companies’ counsel would not be advisable, Parent meeting with such Governmental Authority may proceed without the participation of Selling Companies or their counsel; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) drafted by or in conjunction with outside counsel between it and its Affiliates and its respective representatives on the one hand, and any Governmental Authority or members of such Governmental Authority’s staff on the other hand, concerning the review, clearance or approval of any of the transactions contemplated hereby under the HSR Act or any similar applicable foreign Law, except to the extent prohibited by applicable Law (including Regulations, codes, plans, Orders and charges thereunder) or the instructions of such Governmental Authority.
(d) The Selling Companies and Parent shall furnish to the appropriate Governmental Authority each other all information required for any application or other filing to be made pursuant to under the rules and regulations of any applicable Law law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerAgreement.
(e) Notwithstanding anything The Selling Companies shall use their commercially reasonable best efforts to obtain all of the consents of third parties listed in Schedule 9.5(e) (the “Third Party Consents”) and each of Parent and Merger Subs shall cooperate with any reasonable request of the Selling Companies in connection with obtaining the Third Party Consents; provided, however, nothing in this Section 5.05 9.5(e) shall require Parent to the contrary, neither the Buyer nor expend any of its Subsidiaries shall be required to take amounts in connection with obtaining any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebysuch Third Party Consents.
Appears in 1 contract
Samples: Merger Agreement (Ansys Inc)
Regulatory and Other Authorizations; Consents. (a) Subject to Each of the other provisions of this Agreement, each party parties hereto shall each use its commercially reasonable best efforts to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement, (ii) obtain any consents, licenses, permits, waivers, approvals, authorizations or orders necessary or required to be obtained or made by such party in connection with the authorization, execution and delivery of this Agreement and the Companion Agreements; providedconsummation of the transactions contemplated hereby (including the Transferred Permits), however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby required under any Law (including, if required, promptly making all necessary filings, and in seeking necessary consultation with and prompt favorable action by such Governmental Authoritythereafter making any other required submissions, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and required under the Companion Agreements under HSR Act); provided, that any applicable Law regarding antitrust mattersThird Party consents related to Computer Software shall be governed by Section 4.6(c) below.
(db) Notwithstanding anything The parties hereto shall work closely and cooperatively and consult with each other in this Agreement connection with the making of all such filings and notices, including by providing copies of all such documents to the contrarynon-filing party and its advisors a reasonable period of time prior to filing or the giving of notice.
(c) If a consent of a Third Party which is required in order to assign any Transferred Asset (other than Computer Software) is not obtained prior to the Closing Date, or if an attempted assignment would be ineffective or would adversely affect the ability of any Seller to convey its interest in question to the Purchaser, the Buyer acknowledges on behalf of itself Sellers will cooperate with the Purchaser in good faith and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns in a commercially reasonable manner in any lawful arrangement to provide that the operation Purchaser shall receive the interests of the Business shall remain any Seller in the dominion and control benefits of the Sellers until such Transferred Asset (other than Computer Software). If any consent or waiver is not obtained before the Closing Date and that none of the foregoing Persons will provideClosing is nevertheless consummated, directly or indirectly, any directions, orders, advice, aid, assistance or information each Seller agrees to any director, officer or employee of any of continue to cooperate with the Sellers with respect Purchaser in good faith and in a commercially reasonable manner to the operation of the Businessobtain all such consents as have not been obtained prior to such date, except as specifically contemplated otherwise described in this Agreement. For the avoidance of doubt, Purchaser shall be solely responsible for obtaining any approvals or consents (and paying any fees or costs) related to the assignment or license to (or permitted by this Article V use by) Purchaser of any Computer Software used in the Business) including any approvals, consents, fees or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 costs related to the contrarylicense by any licensor of Computer Software used in the Business); provided, neither however, that ParentCo shall cooperate with the Buyer nor any of Purchaser in a reasonable manner to assist Purchaser in its Subsidiaries responsibility to obtain such approvals or consents and ParentCo shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer responsible for its own costs and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyattorneys’ fees in connection with such cooperation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fleetwood Enterprises Inc/De/)
Regulatory and Other Authorizations; Consents. (a) Subject Prior to the Closing Date, the Company and its Subsidiaries, as necessary, shall use commercially reasonable efforts to obtain the consent or approval (or waiver thereof) of any Person that is necessary for the execution and delivery, and the performance of their obligations pursuant to this Agreement, subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion AgreementsSection 7.4; provided, however, that neither the Buyer Company nor the Sellers any Subsidiary shall be required have any obligation to compensate any Person, commence or participate in litigation or offer or grant pay any accommodation (financial or otherwise) to any Person consideration in order to obtain any such consent consents or approvalapprovals, other than filing fees and similar payments it may be required to make and the fees and expenses of advisors and agents it engages in connection with obtaining such consents or approvals. Neither During the Sellers nor period prior to the Closing Date, Buyer shall use commercially reasonably efforts to cooperate with the Company and its Subsidiaries in attempting to obtain the consents, approvals and waivers contemplated by this Section 7.4(a).
(b) The parties hereto shall use commercially reasonable efforts, and shall cooperate with each other, in attempting to obtain any consents and approvals (or waivers thereof) of any Governmental Body required to permit the consummation of the transactions contemplated by this Agreement. Buyer and the Company (and its Subsidiaries) shall advise each other as to material developments with respect to the status of receipt of approvals. Without limitation of the foregoing:
(i) each party hereto agrees to make an appropriate filing of a Pre-Merger Notification and Report Form under the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days after the date hereof, and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto will not unreasonably take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents approvals and shall promptly respond to any requests for additional information from any Governmental Body or approvalsother third party in respect thereof. Buyer shall pay all filing and related fees in connection with any such filings that must be made by any of the parties under the HSR Act. Subject to Section 7.4(c) below, Buyer hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable Law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Body, as applicable, for the Merger and the other transactions contemplated hereby;
(ii) the Company agrees to make, within thirty (30) days after the date hereof, all appropriate filings with FINRA pursuant to NASD Rule 1017 in relation to the change in ownership of Creditex Securities Corp. resulting from the transactions contemplated by this Agreement, and each of the parties hereto agrees to provide such information as is reasonably necessary to enable the Company to make such filing and to cooperate with the Company and FINRA to enable the approval of FINRA to be obtained; and
(iii) promptly, but in no event later than 15 Business Days after the date hereof, Buyer and MergerCo agree to make all appropriate filings with the United Kingdom Financial Services Authority (“FSA”) in relation to the proposed acquisition of control (as defined for the purposes of Part XII of the United Kingdom Financial Services and Markets Xxx 0000 (“FSMA”)) of each of Creditex Brokerage LLP, T-Zero International Limited and Q-Wixx International Limited (the “Authorized Group Companies”) with a view to obtaining from the FSA an indication, in terms satisfactory to Buyer (acting reasonably) that the FSA has no objection to Buyer, MergerCo and each of their controllers acquiring control of each of the Authorized Group Companies, or the relevant three month period for consideration by the FSA having elapsed with no warning notice having been given under Section 183(3) of FSMA, and each of the parties hereto agrees to provide such information about the business of the parties and to co-operate with each other and the FSA, as is reasonably necessary, to prepare and submit such filings and to obtain any necessary consent from the FSA in relation to the proposed acquisition of control.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 herein to the contrary, neither the Buyer Company nor any of its Subsidiaries Subsidiary nor Buyer shall be required obligated to take contest any action, including responding to and/or defending final action or decision taken by any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which Governmental Body challenging the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result consummation of the transactions contemplated hereby by this Agreement, and nothing in this Agreement, including without limitation, this Section 7.4, shall require, or be construed to require, Buyer or the Company nor any of their Affiliates to proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Buyer, the Company or any of their respective Affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumberment by the Company of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by the Company to take any of the foregoing actions) or to agree to any material changes (including, without limitation, through a licensing arrangement) or restriction on, or other impairment of Buyer’s ability to own or operate, any such assets, licenses, product lines, businesses or interests therein or Buyer’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the business stock of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebySurviving Corporation.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to As promptly as practicable (but in any event within thirty (30) days) after the other provisions of this AgreementExecution Date, each party hereto of Parent and the Company shall each file any applications, notices and filings required to be filed by such Party, respectively, under applicable Law in order to obtain the Government Approvals, including filing any notification and report form and related material required under the HSR Act (if any), and thereafter to respond promptly to any request for additional information or documentary material that may be made under applicable Law. Parent shall cause the filings made by it under the HSR Act (if any) to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith.
(b) Each of the Parties agrees to use its its, her or his reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected Government Approvals as soon promptly as practicable, but in including promptly agreeing to take and taking any event on or prior other commercially reasonable actions required by any Governmental Authority with respect to any Government Approval to the End Dateextent necessary to consummate the Transactions as promptly as practicable, including promptly complying with or asking for modification of any request for information by any Governmental Authority; provided, however, that notwithstanding anything in this Agreement to the contrary, in accordance connection with the terms Parties’ compliance with their respective obligations in this Section 7.06(b), neither Parent nor any of this Agreement and its Affiliates shall be required to comply with any Materially Burdensome Condition. The Parties agree that they shall cooperate fully in preparing, submitting, filing, updating and publishing (as applicable), as promptly as reasonably possible, all applications, notifications and report forms as may be required by applicable Law with respect to the Transactions, including those of any applicable state, federal or foreign regulatory agency, and the Parties will use their reasonable best efforts to obtain such approvals and accomplish such actions as promptly as possible.
(c) To the extent permitted by applicable Law, and to the extent of such Party’s Knowledge, each of Parent and the Company shall advise the other of (1) any governmental complaints, investigations, proceedings or hearings (or communications indicating that the same may be contemplated) that would reasonably be likely to materially impede, delay or prevent the consummation of the Transactions and (2) any governmental communications indicating that any Government Approval will be denied or materially delayed.
(d) The Parties shall cooperate with each other party hereto and their Representatives in connection with obtaining the Government Approvals. Subject to applicable Laws, including those applicable to confidential supervisory information:
(i) Parent and the Company shall have the right to review in advance, and, to the extent practicable and subject to applicable Law relating to the exchange of information, each will consult the other on the substantive information relating to the other Party, and any step required of such other Party’s Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Transactions other than any information which is otherwise confidential;
(ii) Parent and the Company shall give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to be taken the Transactions and give each other an opportunity to participate in each of such meetings and conference calls to the extent legally permissible;
(iii) in exercising the right set forth in Section 7.06(d)(i), each of the Parties shall act reasonably and as a part promptly as practicable; and
(iv) the Parties agree that they will consult with each other with respect to the obtaining of its obligations under this Agreementall Permits and Consents of Governmental Authorities necessary or advisable to consummate the Transactions, and each of the Company and Parent will keep the other apprised of the status of matters relating to completion of the Transactions.
(be) Each party to this Agreement Party agrees to cooperate in obtaining and to use its reasonable best efforts to obtain any consents and approvals Consents from any third person other than a Governmental Authority that may be required in connection with the transactions contemplated by Transactions. Notwithstanding anything in this Agreement and to the Companion Agreements; providedcontrary, however, that neither the Buyer Party nor the Sellers any of its respective Affiliates shall be required to compensate any Personthird party, commence or participate in litigation any Action or offer or grant any accommodation (financial or otherwise) ), to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsthird-party consent.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each Each party hereto shall each use its reasonable best efforts to perform obtain all authorizations, consents, orders and approvals of all Governmental Authorities or third parties that may be or become necessary for the performance of its obligations under pursuant to this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law will cooperate fully with the other party in promptly seeking to obtain all consents required under this Agreement such authorizations, consents, orders and all regulatory approvals approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, and to satisfy all conditions the extent applicable, the appropriate form under the Canada Competition Act, with respect to its obligations under this Agreement and to cause the transactions contemplated hereby within five Business Days of the date hereof, to request early termination of the waiting period under the HSR Act, and to supply promptly any additional information and documentary material that may be effected as soon as practicable, but in any event on or prior requested pursuant to the End DateHSR Act or, in accordance with if applicable, the terms of this Agreement and Canada Competition Act. The parties shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement making of all such filings or responses, including providing copies of all such documents to the non-filing or non-responding party and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers its advisors prior to filing or responding. The parties hereto shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) The Purchaser agrees to take any and all reasonable steps necessary to avoid or approvalseliminate each and every impediment under any antitrust law that may be asserted by any governmental antitrust authority so as to enable the parties to close the transactions contemplated hereby.
(c) Each party hereto promptly shall make all filings agrees to cooperate in obtaining any other consents and submissions approvals which may be required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersAgreement.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party The parties hereto shall each use its their respective reasonable best efforts to perform (i) obtain, by the earliest practicable date, all authorizations, consents, orders and approvals of all Governmental Authorities necessary for its respective execution and delivery of, performance of its obligations under this Agreement and to take, or cause to be takenpursuant to, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause consummation of the transactions contemplated hereby to be effected by, the Transaction Agreements (including the Acquiror Governmental Consents and Seller Governmental Consents, as soon as practicableapplicable) and (ii) obtain, but by the earliest practicable date, the Rating Agency Confirmations and the BLT Trustee Consents in any event on or prior respect of the transfer of the BLT Servicing Rights to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement Company and the Companion Agreements; provided, however, that neither acquisition of the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalTransferred Equity Interests. Neither the Sellers Seller nor the Buyer Acquiror shall take any action that they should would reasonably be reasonably aware would expected to have the effect of delaying, impairing or impeding the receipt of any required consents approvals and confirmations in any material respect. Notwithstanding any other provision of this Agreement to the contrary, no party hereto shall be required to take any action, or approvalscommit to take any action, or agree to any condition or restriction, that would be or would be reasonably likely to materially and adversely impact the Acquiror and the Acquired Business, taken as a whole, or the economic or business benefits of the transactions contemplated by this Agreement to the Acquiror (a “Burdensome Condition”).
(cb) Each party hereto promptly In addition, (x) Acquiror shall make prepare and file, no later than 15 days after the date of this Agreement, any and all applications, notices and filings and submissions required of such party and shall take all actions necessary, proper necessary or advisable under applicable Laws appropriate in order to obtain any required approval of any the Acquiror Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyConsents, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of (y) each party agrees to make promptly any objections, if any, as filing that may be asserted required with respect to the transactions contemplated by this Agreement and the Companion Agreements under any other antitrust or competition Law or by any other antitrust or competition authority.
(c) Each party to this Agreement shall promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other party to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand (in each case, subject to redaction for certain proprietary and confidential matters and any confidential supervisory material). Subject to the Confidentiality Agreement, the parties to this Agreement shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Nothing in this Section 5.05(c) shall be applicable Law regarding antitrust mattersto Tax matters or to Section 5.12.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer Acquiror acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, its Affiliates, agents, representatives, successors and assigns ’ Representatives that the operation of the Acquired Business shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerClosing.
(e) Notwithstanding anything From the date hereof until the Closing Date and within 15 Business Days after the end of each:
(i) calendar quarter, Seller shall provide, for informational purposes only, Acquiror with a data tape, in this Section 5.05 the form of the Loan Schedule with updated information (of the type set forth in the Loan Schedule) with respect to the contraryLoans as of the end of such calendar quarter; and
(ii) calendar month, neither Seller shall provide, for informational purposes only, Acquiror with a data file with updated Loan balances.
(f) Within 15 days after the Buyer nor any date hereof, Acquiror shall deliver written notice notifying Seller of its Subsidiaries shall the Permits that will not be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected by applicable Law to be derived held by the Buyer as a result of Company in order to conduct the transactions contemplated hereby or be material to Acquired Business at the business of Company after Closing (the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby“Specified Permits”).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (EverBank Financial Corp)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of terms and conditions set forth in this Agreement, each party hereto of the Parties shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts (subject to perform its obligations under this Agreement and compliance with applicable Law) to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law Laws to consummate and make effective the Transactions, including (i) promptly obtaining all authorizations, consents, Orders, approvals, licenses, Permits, and waivers of all Government Authorities and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement (collectively, the “Government Approvals”), (ii) cooperating fully with the other Party in promptly seeking to obtain all consents such authorizations, consents, Orders, approvals, licenses, Permits and waivers, (iii) providing such other information to any Government Authority as such Government Authority may lawfully request in connection herewith and (iv) obtaining all consents, approvals or waivers from third parties that are (A) necessary to consummate the Transactions or (B) disclosed in the Disclosure Schedules; provided, that, notwithstanding the foregoing, none of Seller, any Subsidiary of Seller or Buyer or any Subsidiary of Buyer shall be required under this Agreement and all regulatory approvals and to satisfy all conditions to make any payments or concessions in connection with the fulfillment of its obligations under in this Agreement Section 6.04(a)(iv) and to cause the transactions contemplated hereby to be effected as soon as practicable, but in that neither Seller nor any event on of its Subsidiaries shall pay any consideration or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives make any agreements or commitments in connection with any step required such necessary consents, approvals or waivers without the prior written consent of Buyer. As promptly as Buyer deems advisable (after consulting with, and considering in good faith the views of Seller) following the Agreement Date, but no later than sixty (60) days after the Agreement Date, each Party shall make its respective filing, if necessary, pursuant to the HSR Act with respect to the Transactions and shall supply as promptly as reasonably practicable thereafter to the appropriate Government Authorities any additional information and documentary material that may be taken requested pursuant to the HSR Act. Each Party agrees to make as a part promptly as Buyer deems advisable (after consulting with, and considering in good faith the views of Seller) its obligations respective filings and notifications, if any, under this Agreementany other applicable Regulatory Law, and to supply as promptly as reasonably practicable to the appropriate Government Authorities any additional information and documentary material that may be requested pursuant to the applicable Regulatory Law.
(b) Each party Without limiting the generality of the undertaking of Buyer pursuant to this Agreement agrees Section 6.04(a), Buyer shall, and shall cause each of its Subsidiaries to, use its and their best efforts, and take any and all steps necessary to cooperate in obtaining avoid or eliminate each and every impediment under any consents and approvals Regulatory Law that may be required asserted by any Government Authority or any other Persons (“Regulatory Law Impediment” ) so as to enable the Parties to consummate the Transactions as promptly as practicable, and in connection with any event prior to the transactions contemplated Outside Date, including proposing, negotiating, committing to and effecting, by this Agreement consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition of such of its and their assets, properties or businesses or of the assets, properties or businesses to be acquired by Buyer pursuant hereto, and entering into behavioral or conduct remedies and such other actions or arrangements, as are necessary or advisable in order to avoid any Regulatory Law Impediment, including the entry of, and the Companion Agreementscommencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding by a Government Authority or any other person under Regulatory Laws that would otherwise have the effect of materially delaying or preventing the consummation of the Transactions; provided, that, notwithstanding the foregoing provisions of this Section 6.04(b) or any other provision of this Agreement, in no event shall Buyer or any of its Subsidiaries be required to agree to (nor shall Seller or any of its Subsidiaries be permitted to agree unless Buyer so directs them (and they shall, if Buyer so directs, agree to, so long as such agreements are limited to the Business and are conditioned upon the Closing)), any action, concession or undertaking, unless such action, concession or undertaking is conditioned on the Closing. In addition, Buyer shall defend through litigation on the merits any Claim asserted in court by any Government Authority or any other person under Regulatory Laws in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Outside Date; provided, however, that neither such obligation to litigate in no way limits the obligation of Buyer nor the Sellers shall be required to compensate any Personuse, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) and cause each of its Subsidiaries to any Person use, its and their best efforts, and to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have and all steps necessary to eliminate each and every impediment under any Regulatory Law to consummate the effect of delaying, impairing or impeding Transactions prior to the receipt of any required consents or approvalsOutside Date.
(c) Each party hereto Party shall keep the other Party apprised of the content and status of any communications with, and communications from, any Government Authority with respect to the Transactions, including promptly shall make all filings and submissions required notifying the other Party of such party any material communication it or any of its Affiliates receives from any Government Authority relating to any review or investigation of the Transactions under the HSR Act or any other applicable non-United States Regulatory Laws and shall take all actions necessarypermit the other Party to review in advance (and to consider any comments made by the other Party in relation to) any proposed substantive communication by such Party to any Government Authority relating to such matters. None of the Parties shall agree to participate in any substantive meeting, proper telephone call or advisable under applicable Laws to obtain discussion with any required approval Government Authority in respect of any Governmental Authority with jurisdiction over submissions, filings, investigation (including any settlement of the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish investigation), litigation or other inquiry relating to the appropriate Governmental Authority all matters that are the subject of this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend and participate at such meeting, telephone call or discussion. The Parties will coordinate and cooperate fully with each other in exchanging such information required for any application or and providing such assistance as the other filing to be made pursuant to any applicable Law Party may reasonably request in connection with the transactions contemplated herebyforegoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. The Buyer Parties shall provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and the Sellers shall make their respective HSR Act filings at such time as mutually agreedany Government Authority or members of its staff, if applicable. Each of the parties hereto shall cooperate with on the other parties hereto in promptly filing any other necessary applicationshand, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyby this Agreement; provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business, (ii) as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns; provided, further, that each Party may reasonably designate materials, including materials submitted with that Party’s regulatory filings, as “Outside Counsel Only” or “Outside Advisors Only,” in which case access to such materials shall be restricted accordingly. Notwithstanding anything to the contrary contained in this Agreement, but subject to Seller’s consultation and participation rights described above, Buyer shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust, competition or investment review clearances as promptly as practicable, and in seeking necessary consultation with and prompt favorable action by such Governmental Authorityany event prior to the Outside Date, including in connection with the resolution determination of any objectionsactions to be taken under Section 6.04(b), and shall take the lead in all meetings and communications with any Government Authority in connection with obtaining any necessary antitrust, competition or investment review clearances; provided, however, that if anyby December 31, 2019 any Required Approval has not been obtained or agreed to in principle with the applicable Government Authority and such Required Approval has not been waived, Buyer will use its best efforts in its interactions with any such Government Authority to cause such Government Authority to offer a path or paths forward that would resolve such Government Authority’s concerns as may promptly as practicable thereafter.
(d) Buyer shall not enter into any agreement, transaction or any agreement to effect any transaction (including any merger or acquisition) that would reasonably be asserted with respect expected to materially delay or materially and adversely affect Buyer’s ability to (i) obtain the timely expiration or termination of the waiting period under the HSR Act, or the authorizations, consents, Orders and approvals required under any other applicable Regulatory Law, applicable to the transactions contemplated by this Agreement and Agreement, (ii) avoid the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contraryentry of, the Buyer acknowledges on behalf commencement of itself and its Affiliates and its and their directorslitigation seeking the entry of, officersor to effect the dissolution of, employeesany injunction, Affiliates, agents, representatives, successors and assigns temporary restraining order or other Order that would materially delay or prevent the operation consummation of the Business shall remain in Transactions, or (iii) obtain all authorizations, consents, Orders and approvals of Government Authorities necessary for the dominion and control consummation of the Sellers until Transactions in accordance with the Closing terms and that none conditions of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerAgreement.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Danaher Corp /De/)
Regulatory and Other Authorizations; Consents. (a) Subject The Purchaser shall use its commercially reasonable efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be, or become, necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements, (ii) take all such actions as may be requested by any such regulatory body or official to obtain such authorizations, consents, orders and approvals, (iii) avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement and (iv) promptly secure the issuance, reissuance or transfer of all Material Permits necessary to operate the Company in compliance with Material Law. The Seller will cooperate with the reasonable requests of the Purchaser in seeking promptly to obtain all such authorizations, consents, orders and approvals and the issuance, reissuance or transfer of Material Permits. No party hereto shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required approvals.
(b) The Seller and the Purchaser have made an appropriate filing of a notification and report form pursuant to the HSR Act, Foreign Antitrust Laws and all other provisions antitrust and merger control laws with respect to the transactions contemplated by this Agreement and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and the Foreign Antitrust Laws. In addition, each party agrees to make promptly any filing that may be required with respect to the transactions contemplated by this Agreement under any other antitrust or competition Law or by any other antitrust or competition authority. The Purchaser shall have sole responsibility for the filing fees associated with the HSR Act filings, Foreign Antitrust Laws and any other similar filings required in any other jurisdictions. The Seller and the Purchaser shall each request early termination of the waiting period under the HSR Act.
(c) Each party to this Agreement shall promptly notify the other party of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, each permit the other party hereto shall each use to review in advance any communication proposed to be made by such party to any Governmental Authority and provide the other party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its reasonable best efforts staff, on the other hand. No party to perform its obligations under this Agreement and shall agree to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but participate in any event on meeting or prior discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless it consults with the other party in advance and, to the End Dateextent permitted by such Governmental Authority, in accordance with gives the terms of this Agreement other party the opportunity to attend and shall participate at such meeting. The parties hereto will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives may reasonably request in connection with the foregoing and in seeking early termination of any step required to be taken as a part of its obligations applicable waiting periods under this Agreementthe HSR Act, the Foreign Antitrust Laws and any similar Law in any other relevant non-U.S. jurisdiction.
(bd) Each of the Seller and Purchaser shall use commercially reasonable efforts to take any and all actions necessary to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by the Transaction Agreements, including the proffer (and agreement) by the Purchaser of its willingness to sell or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, disposal and holding separate of, such assets, categories of assets or businesses or other segments of the Company after the occurrence of the Closing Date and/or the Purchaser’s Subsidiaries (and the entry into agreements with, and submission to orders of, the relevant federal, state, local or foreign court or Governmental Authority with jurisdiction over enforcement of any applicable antitrust or competition Laws (“Government Antitrust Authority”) giving effect thereto), if such action should be necessary to avoid, prevent, eliminate or remove the actual, anticipated or threatened (A) commencement of any administrative, judicial or other proceeding in any forum by any Government Antitrust Entity or (B) issuance of any order, decree, decision, determination or judgment that would restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated hereby by any Government Antitrust Authority.
(e) Each party to this Agreement agrees to cooperate in obtaining to obtain any other consents and approvals that may be required in connection with the transactions contemplated by this Agreement the Transaction Agreements. Except as otherwise provided for herein and the Companion Agreements; providedsubject to Section 5.03(d), however, that neither the Buyer Seller nor the Sellers Purchaser shall be required to compensate any Personthird party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person third party to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto The Purchaser shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law promptly to obtain all consents required under this Agreement authorizations, consents, orders and approvals of all federal, state and local regulatory approvals bodies and to satisfy all conditions to officials that may be or become necessary for its obligations under this Agreement execution and to cause delivery of, and the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part performance of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by pursuant to, this Agreement and the Companion AgreementsAncillary Agreements and the Seller will cooperate with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals; provided, however, it being understood that neither the Buyer Purchaser nor the Sellers Seller shall be required to compensate pay any Person, commence fees or participate in litigation or offer or grant any accommodation other payments (financial or otherwiseother than normal filing fees) to any Person such regulatory bodies or officials in order to obtain any such consent authorization, consent, order or approval. Neither the Sellers Purchaser nor the Buyer shall Seller will take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents approvals.
(b) Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Purchaser agrees to use commercially reasonable efforts to take any and all reasonable steps necessary to avoid or approvalseliminate each and every impediment under any antitrust law that is asserted by any governmental antitrust authority or any other party. Each party shall bear one-half of the filing fees associated with the HSR filings.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws agrees to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its commercially reasonable best efforts to furnish to the appropriate Governmental Authority all information in obtaining any other consents and approvals which may be required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contraryAncillary Agreements; provided, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directorshowever, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer Purchaser nor any of its Subsidiaries the Seller shall be required to take compensate any action, including responding third party to and/or defending obtain any court such consent or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyapproval.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wherehouse Entertainment Inc /New/)
Regulatory and Other Authorizations; Consents. (a) Subject The Company, Parent and Purchaser shall each use its commercially reasonable best efforts to (i) consummate and make effective the Merger and the other provisions transactions contemplated by this Agreement, (ii) obtain promptly all authorizations, consents, orders and approvals of and to make all filings with and to give all notices to all Governmental Entities and officials required to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, Parent and Purchaser shall use their commercially reasonable best efforts to prepare, and obtain the approval of the STB with respect to, the Voting Trust Agreement, (iii) cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals and to make such filings, (iv) provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection therewith. Each of Parent, Purchaser and the Company agrees to make promptly, but in no event later than within 20 Business Days of the Date of this Agreement, each and any required filings in connection with the Merger pursuant to the ICCTA and to the STB and, to the extent required by Law, file contemporaneously with the Federal Trade Commission and the Department of Justice, Antitrust Division, copies of all documents, application forms, and all written submissions of any type whatsoever provided to the STB. Each of Parent, Purchaser and the Company hereby agrees to (A) make, if applicable, any subsequent record filings with or presentations to the STB in connection with seeking any STB approval, exemption or other authorization necessary to permit Purchaser lawfully to exercise Control over the Company’s Business and, to the extent required by Law, submit contemporaneously to the Federal Trade Commission and the Department of Justice Antitrust Division, copies of all such filings and presentations; (B) prosecute any such filings and other presentations with diligence, (C) oppose any objections to, appeals from or petitions to reconsider or reopen any such STB approval by persons not party hereto shall each to this Agreement, and (D) take all such further action as in Purchaser’s judgment reasonably may facilitate obtaining any necessary final order or orders of the STB approving, exempting or otherwise authorizing such Control consistent with this Agreement. Purchaser will pay all fees or make all other payments to any Governmental Entity in order to obtain any such authorizations, consents, orders or approvals.
(b) Without limiting the generality of Parent’s and Purchaser’s undertakings pursuant to Section 6.04(a), Parent and Purchaser shall:
(i) use its their commercially reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement take promptly any and all regulatory approvals and steps necessary to satisfy all conditions eliminate any objections or concerns asserted with respect to its obligations under this Agreement and to cause the transactions contemplated hereby by any Governmental Entity with jurisdiction over the enforcement of any Laws applicable to be effected Purchaser’s acquisition of the Shares so as soon as practicable, but in any event on or to enable the parties hereto to consummate the Merger and the other transactions contemplated hereby prior to the End Termination Date, including but not limited to: entering into negotiations, providing information, making proposals, entering into and performing agreements or submitting to judicial or administrative orders, or selling or otherwise disposing of, or holding separate (through the establishment of a trust or otherwise), particular assets or categories of assets, or businesses, of Purchaser or any of its subsidiaries or Affiliates or of the Company’s assets or businesses to be acquired by Purchaser pursuant hereto;
(ii) use their commercially reasonable best efforts to take promptly, in the event that a permanent or preliminary injunction or order has been issued in a judicial or administrative proceeding brought under any Law by any Governmental Entity or any other party that would make consummation of the transactions contemplated at the Closing in accordance with the terms of this Agreement unlawful or that would prevent or delay such consummation prior to the Termination Date, any and all reasonable steps necessary to vacate, modify or suspend such injunction or order so as to permit such consummation prior to the Termination Date, including, without limitation, entering into a voting trust arrangement and taking the steps contemplated by Section 6.04(b)(i); and
(iii) use their commercially reasonable best efforts to take promptly all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity or any other party to the consummation of the transactions contemplated at the Closing in accordance with the terms of this Agreement; provided, however, that, notwithstanding anything set forth herein to the contrary, in no event shall Parent or Purchaser be obligated to agree, as a condition for resolving any such matter, (i) to dispose of or hold separate any of its properties or other assets, or the properties or other assets of the Company and its Subsidiaries after the Effective Time, (ii) to grant to any other carrier trackage rights, haulage rights or other commercial access to any rail lines of Parent, the Company, or their respective Affiliates or (iii) to subject itself to any material restriction on the operation of its business or the business of the Company and its Subsidiaries after the Effective Time.
(c) Prior to the Closing, each of Parent, Purchaser and the Company shall cooperate fully with one another in keeping the other party reasonably informed, including by providing the other party a copy of any communication it or any of its Affiliates receives from any Governmental Entity relating to the matters set forth in subsection (a) above to the extent related to the Merger. Parent, Purchaser and the Company will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required reasonably request in connection with the transactions contemplated by foregoing and in seeking early termination of any applicable waiting periods, including, if applicable, under the rules and regulations of the STB and, if applicable, under the HSR Act. Prior to the Closing, none of the parties to this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required agree to compensate any Person, commence or participate in any meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be inquiry made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreedMerger, if applicable. Each of the parties hereto shall cooperate unless it consults with the other parties hereto in promptly filing advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate at such meeting. Prior to the Closing, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any other necessary applicationsof their representatives, reports or other documents with on the one hand, and any Governmental Authority having jurisdiction Entity or members of its staff, on the other hand, prior to the Closing with respect to this Agreement and the transactions contemplated herebyby this Agreement; provided, and in seeking necessary consultation with and prompt favorable action by such Governmental Authorityhowever, including the resolution of any objections, if any, as that materials may be asserted with respect redacted (x) to remove references concerning the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation valuation of the Business, except (y) as specifically contemplated or permitted by this Article V or necessary to comply with contractual arrangements, and (z) as otherwise consented necessary to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture address reasonable attorney-client or other undertaking, privilege or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyconfidentiality concerns.
Appears in 1 contract
Samples: Merger Agreement (Foster L B Co)
Regulatory and Other Authorizations; Consents. (a) Subject Each of the parties hereto shall cooperate and use its commercially reasonable efforts (which reasonable efforts expressly exclude, except to the extent 26 provided for in the DIP Budget, any obligation on Seller’s part to pay any fee or other provisions of this Agreementamount to any third party for its consent, each party hereto shall each use its reasonable best efforts waiver, authorization or the like) to perform its obligations under this Agreement and to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable any Law or otherwise to obtain all consents required under this Agreement consummate and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with make effective the transactions contemplated by this Agreement and to continue the Companion Agreements; providedconduct of the Business by Purchaser following Closing, however(ii) obtain any consents, that neither the Buyer nor the Sellers shall be licenses, permits, waivers, approvals, authorizations or orders required to compensate any Personbe obtained or made in connection with the authorization, commence or participate in litigation or offer or grant any accommodation execution and delivery of this Agreement, to the extent that the need for the same is not obviated by the entry of the Sale Order, the consummation of the transactions contemplated hereby, and the conduct of the Business by Purchaser following Closing and (financial or otherwiseiii) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and give any notice, and thereafter make any other submissions either required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the reasonably deemed appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each by each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applicationsparties, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated herebyhereby and the conduct of the Business by Purchaser following Closing, including applicable securities Law, and the rules and regulations of any stock exchange on which the securities of any of the parties are listed or quoted (including the NASDAQ as to Purchaser).
(b) The parties hereto shall cooperate and consult with each other in seeking necessary consultation connection with the making of all such filings and prompt favorable action by such Governmental Authoritynotices, including by providing copies of all such documents to the resolution non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice to the extent practicable. No party to this Agreement shall consent to any voluntary extension of any objectionsstatutory deadline or waiting period or to any voluntary delay of the consummation and the transactions contemplated in this Agreement at the behest of any Governmental Body without the consent and agreement of the other parties to this Agreement, if any, as may which consent shall not be asserted with respect to unreasonably withheld or delayed. Each party shall promptly inform the others of any material communication from any Governmental Body regarding any of the transactions contemplated by this Agreement. To the extent practicable, no party to this Agreement shall agree to participate in any meeting with any Governmental Body in respect of any filing with such body, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Body, gives the other party the opportunity to attend and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) participate at such meeting. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business nothing herein shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly be construed to require Purchaser to provide Seller or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertakingAffiliates with copies of, or proposing approval over or entering into any consent decree material related to any necessary or taking appropriate filings with any action which the Buyer reasonably determines could be material Governmental Body or self-regulatory organization other than as specifically relates to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.. 4.5
Appears in 1 contract
Samples: Asset Purchase Agreement
Regulatory and Other Authorizations; Consents. (a) Subject The Company, Parent and MergerCo shall use their reasonable best efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to the other provisions of this AgreementHSR Act has not been filed prior to the date hereof, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents make an appropriate filing of a Pre-Merger Notification and approvals that may be required in connection Report Form with respect to the transactions contemplated by this Agreement within five (5) Business Days after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalHSR Act. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing fees in connection with jurisdiction over any such filings that must be made by any of the parties under the HSR Act. Each of Parent and MergerCo hereby covenants and agrees to use its best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Merger and the other transactions contemplated hereby, including, without limitation, promptly entering into a consent decree or other arrangement with the FTC, DOJ or other Governmental Authority as may be necessary to secure termination of such waiting periods or obtain such approval or promptly offering to sell any of its assets or business as may be necessary to secure such termination. Each party hereto shall use its reasonable best efforts to furnish 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 appropriate Governmental Authority non-filing or non-responding party and its advisors prior to filing or responding and to provide each other all information required for any application or other filing to be made pursuant to any applicable Law law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust mattersAgreement.
(db) Notwithstanding anything The Company shall use commercially reasonable best efforts to obtain, and each of Parent and MergerCo shall use its commercially reasonable best efforts to assist the Company in this Agreement obtaining, the consents of third parties listed in Schedule 4.4, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation terms of the Business shall remain in the dominion and control of the Sellers until the Closing and agreements with such third parties (provided that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries party hereto shall be required to take agree to any action, including responding increase in the amount payable with respect thereto) and (iii) executing agreements to and/or defending any court effect the assumption of such agreements on or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which before the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated herebyClosing Date.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject Buyer shall use reasonable best efforts, and shall cause its Affiliates to use commercially reasonable efforts to, and Seller shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts to, (i) promptly obtain all Consents, Permits and Orders of, and provide all notices to, all Government Authorities that are as of the Agreement Date, or become during the Pre-Closing Period, necessary for the execution and delivery of, and performance of its respective obligations pursuant to, the Transaction Agreements (including the consummation of the Transactions) (collectively, the “ Government Approvals”) and (ii) upon the terms and subject to the other provisions conditions of this AgreementAgreement (including the last sentence of Section 6.04(b) and Section 6.04(e)), each party hereto take all such actions as may be requested by any such Government Authority to obtain such Government Approvals, licenses and Permits. Each Party shall each use its cooperate with the reasonable best efforts requests of the other Party in seeking promptly to perform its obligations under this obtain all such Government Approvals.
(b) If required by applicable Law, Seller and Buyer shall make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Agreement Date. Seller and to take, Buyer shall submit or cause to be takensubmitted as promptly as practicable all reports, documents, data, or materials required or reasonably requested by the U.S. Federal Trade Commission (“ FTC”) or the Antitrust Division of the U.S. Department of Justice (“DOJ”) pursuant to the HSR Act or otherwise, including substantially complying with requests for additional information and documentary material concerning such Transactions. Seller and Buyer shall take such actions as reasonably required (including requesting early termination) so that any applicable waiting period specified in the HSR Act will expire or be terminated as soon as reasonably possible after the Agreement Date. In addition, each Party agrees to make promptly (and in any event within the required time periods for filing under applicable Law), any filing that is required by any other Antitrust Law with respect to the Transactions, and dorespond as promptly as practicable to any inquiries or requests for additional information and documentary material received from any Government Authority in connection therewith. No Party shall (except with the prior written consent of the other Party): (i) agree to extend any waiting period or agree to refile under any Antitrust Law; or (ii) enter into any agreement, commitment or understanding with any Government Authority to not consummate the Transactions. Buyer shall have sole responsibility for filing fees associated with the HSR Act filings and any other similar filings required under applicable Antitrust Laws in any other jurisdictions.
(c) Subject to Section 6.02(f) and to the extent permitted by applicable Law, each Party shall promptly notify the other Party of any oral or written communication it receives from any Government Authority relating to the matters that are the subject of this Section 6.04, permit (where reasonably practicable) the other Party and its Representatives to review in advance any communication relating to the matters that are the subject of this Section 6.04 proposed to be made by such Party to any Government Authority and provide the other Party with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Government Authority or members of its staff, on the other hand, relating to the matters that are the subject of this Section 6.04, except for the premerger notification and report forms (and any attachments thereto) prepared and submitted pursuant to the HSR Act or written communications regarding the same to the extent that any such material reveals any party’s negotiating objectives, negotiating strategies, valuation analyses or consideration expectations, in which event such material may be withheld or designated “Outside Antitrust Counsel Only” and its disclosure limited to outside counsel, or cause documents or information submitted in response to any formal or informal request from the FTC or DOJ for additional information or documentary material pursuant to the HSR Act to the extent that any such material reveals any party’s negotiating objectives, negotiating strategies, valuation analyses or consideration expectations, in which event such material may be donedesignated “Outside Antitrust Counsel Only” and its disclosure limited to outside counsel. No Party shall agree to participate in any meeting or discussion with any Government Authority in respect of any such filings, all things necessaryinvestigation or other inquiry unless it consults with the other Party in advance and, proper or advisable under applicable Law to obtain all consents required under this Agreement the extent permitted by such Government Authority, gives the other Party the opportunity to attend and all regulatory approvals and participate at such meeting. Subject to satisfy all conditions to its obligations under this the Confidentiality Agreement and to cause Section 6.02(f), the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement Parties will coordinate and shall cooperate fully with each other party hereto in exchanging such information and their Representatives in connection with any step required to be taken providing such assistance as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that the other Party may be required reasonably request in connection with the transactions contemplated foregoing and in seeking early termination of any applicable waiting periods under the HSR Act and any other applicable Antitrust Law.
(d) Without limiting any other provision contained in this Section 6.04, each Party shall use reasonable best efforts to resolve such objections, if any, as may be asserted by this Agreement and any Government Authority with respect to the Companion Agreements; providedTransactions under the HSR Act or any other applicable Antitrust Law.
(e) Notwithstanding anything to the contrary herein, however, that neither the Buyer nor the Sellers shall not be required in any circumstances to compensate any Person(i) proffer Buyer’s willingness to accept an Order providing for the divestiture by Buyer of such properties, commence operations, or participate in litigation businesses of Buyer or the Business as may be necessary to permit Buyer to consummate the Transactions, including an offer to hold separate such properties, operations or grant any accommodation (financial or otherwise) to any Person to obtain businesses pending any such consent divestiture, or approval. (ii) accept any conditions, restrictions, limitations, or agreements affecting Buyer’s full rights or ownership of its properties or the Transferred Assets to resolve any objections that may be asserted by any Government Authority with respect to the Transactions under any Antitrust Law, in each case, to the extent such action would reasonably be expected to have a materially adverse effect on the properties, operations, or businesses of Buyer or the Business.
(f) Neither the Sellers nor the Buyer Party shall take any action (including acquiring or agreeing to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquiring or agreeing to acquire any assets) that they should would reasonably be reasonably aware would expected to have the effect of (i) delaying, impairing or impeding the receipt of any required consents Government Approval; (ii) delaying, impairing or approvalsimpeding the expiration or termination of any applicable waiting period with respect to a Government Approval; or (iii) otherwise delaying the consummation of the Transactions.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(dg) Notwithstanding anything in this Agreement to the contrarycontrary (including Section 6.01), the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesRepresentatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers Seller until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a SellerClosing.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.)
Regulatory and Other Authorizations; Consents. (a) Subject The Company, Parent and MergerCo shall use reasonable best efforts to file notifications with Governmental Authorities and obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the HSR Act or any applicable foreign antitrust or other competition law, and if the appropriate filing of a pre-merger notification and report form pursuant to the HSR Act or any applicable foreign antitrust or other provisions of this Agreementcompetition law has not been filed prior to the date hereof, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents make an appropriate filing of a pre-merger notification and approvals that may be required in connection report form with respect to the transactions contemplated by this Agreement promptly after the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate HSR Act or any Person, commence applicable foreign antitrust or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approvalother competition law. Neither the Sellers nor the Buyer shall The parties hereto will not take any action that they should be reasonably aware would will have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority or filings in respect thereof. Parent or MergerCo shall pay all filing and related fees in connection with jurisdiction over any such filings that must be made by any of the parties under the HSR Act or any applicable foreign antitrust or other competition law. Each of Parent, MergerCo and the Company hereby covenants and agrees to use reasonable best efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the "FTC"), the Antitrust Division of the United States Department of Justice (the "DOJ") or any other Governmental Authority, as applicable, for the Merger and the other transactions contemplated hereby. Each party hereto Notwithstanding the foregoing, nothing herein shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law require Parent, in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution receipt of any objectionsregulatory approval, if any, as may be asserted with respect to the transactions contemplated agree to sell or divest any material assets or business or agree to restrict in any material way any business conducted by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated proposed to be conducted following by Parent, the Company, or any of their Subsidiaries, or to litigate or formally contest any proceedings relating to any regulatory approval process in connection with the Merger. The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.
(b) Each of Parent and MergerCo shall use commercially reasonable best efforts to assist the Company in obtaining the consents of third parties listed in Schedule 8.2(e), including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request and (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties (provided that neither party hereto shall be required to agree to any increase in the amount payable with respect thereto).
Appears in 1 contract
Samples: Merger Agreement (Laboratory Corp of America Holdings)
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of terms, conditions and limitations in this Agreement, prior to Closing, each party hereto of the parties shall, and shall cause their controlled affiliates to, consummate and make effective the transactions contemplated by this Agreement as promptly as reasonably practicable, and in any case, prior to the End Date (including the satisfaction, but not waiver, of the conditions precedent set forth in ARTICLE VIII), provided that (i) Buyer and its controlled Affiliates shall not be required to pay any consent fees to third parties in connection therewith and (ii) without the prior written consent of Buyer and the Transferred Companies shall not make any concessions to third parties.
(b) Subject to the terms, conditions and limitations in this Agreement, prior to Closing, each of the parties shall, and shall cause their controlled Affiliates to, use its reasonable best efforts to perform its obligations under this Agreement and obtain consents, authorizations, orders or approvals of all Governmental Authorities necessary to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause consummate the transactions contemplated hereby by this Agreement. Each of Buyer and Parent shall use their reasonable best efforts to make an appropriate filing, if necessary, pursuant to the HSR Act, with respect to the transactions contemplated hereby, as promptly as practicable and no later than ten (10) Business Days after the date of this Agreement. The Parties, as appropriate, shall use their reasonable best efforts to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be effected requested pursuant to the HSR Act. Buyer agrees to take any and all actions that are necessary or reasonably advisable to avoid or eliminate each and every impediment under the HSR Act or competition Laws of any jurisdiction that may be asserted or required by any Governmental Authority to consummate the transactions contemplated by this Agreement as soon expeditiously as practicablepossible, but and in any event on or prior to the End Date, including (A) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, and other disposition of, any entities, operations, assets, divisions, businesses, product lines, customers or facilities of any of the Transferred Companies, (B) creating, terminating, amending or assigning existing relationships, ventures, contractual rights, or obligations of any of the Transferred Companies, (C) amending, assigning, or terminating existing licenses or other agreements (and entering into such new licenses or other agreements), (D) otherwise taking or committing to any action that would limit Buyer’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products, or equity interests of the Transferred Companies, and (E) entering into any Governmental Order, consent decree, settlement, undertaking or other agreement to effectuate any of the foregoing (the “Regulatory Actions”). Notwithstanding the foregoing and anything else in accordance this Agreement, (1) neither Buyer nor any of its Affiliates shall be required to take or agree or commit to take any regulatory action (including the Regulatory Actions in clauses (A)-(E) above) involving the Transferred Companies, including in respect of the operations, assets, Contracts (including Contract rights), divisions, facilities, product lines, customers, relationships, ventures, contractual rights, licenses, agreements or businesses of the Transferred Companies, if such actions, individually or in the aggregate, would reasonably be expected to (x) result in loss of a material amount of revenue of the Transferred Companies, taken as a whole, or (y) result in a material loss in the value of the Business and the Transferred Companies, taken as a whole, (2) neither Buyer nor any of its Affiliates (other than the Transferred Companies) shall be required to agree to take or agree to commit to take any regulatory action whatsoever (including the Regulatory Actions in clauses (A)-(E) above), including with respect to the sale, divestiture, license (including of intellectual property), hold separate, and other disposition of, any entities, operations, assets, Contracts (including Contract rights), divisions, facilities, product lines, customers, relationships, ventures, contractual rights, licenses, agreements or businesses of Buyer or its Affiliates (other than the Transferred Companies), or the creating, terminating, amending or assigning of any of their respective existing entities, operations, assets, Contracts (including Contract rights), divisions, facilities, product lines, customers, relationships, ventures, contractual rights, licenses, agreements or businesses, or the taking of any other action described in the immediately preceding sentence, and (3) Parent and Seller each agrees that it shall not, and it shall cause each Retained Entity and Transferred Company and their respective representatives not to, take or agree or commit to take regulatory action (including the Regulatory Actions in clauses (A)-(E) above).
(c) Each Party shall promptly notify the other Parties of any material oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other Parties to review in advance, and shall consider in good faith the comments of the other Parties in connection with, any material communication proposed to be made by such Party (or its advisors) to any Governmental Authority, and shall provide the other Parties with copies of all material correspondence or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, subject to Section 5.05(b). No Party shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the terms of this other Parties in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement and shall applicable Law, the Parties will coordinate and cooperate fully with each other party hereto in exchanging such information and their Representatives providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any step required applicable waiting periods under any Law in any relevant jurisdiction. Nothing in this Section 5.05(c) shall be applicable to be taken as a part of its obligations under this AgreementTax matters.
(bd) Subject to the terms and conditions of this Agreement, prior to Closing, in the event any claim, action, suit, investigation or other proceeding by any Governmental Authority is commenced that questions the validity or legality of the transactions contemplated hereby, seeks to temporarily or permanently enjoin the transactions contemplated hereby, or seeks damages in connection therewith, Buyer agrees to cooperate and use reasonable best efforts to defend against such claim, action, suit, investigation or other proceeding and, if any decree, judgment, injunction or other order is issued in any such action, suit or other proceeding, to use reasonable best efforts to have such injunction or other order vacated, lifted, reversed or overturned and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby.
(e) Buyer shall not, and shall cause its controlled Affiliates not to, make or agree to make any acquisition (including any acquisitions of assets, businesses, or equity) if such acquisition or agreement would reasonably be expected to (i) materially increase the risk of delaying beyond the End Date or not obtaining any consents, authorizations, orders or approvals of all Governmental Authorities necessary to consummate the transactions contemplated by this Agreement or (ii) materially increase the risk of any Governmental Authority entering or not vacating, lifting, reversing or otherwise overturning any injunction, judgment or other order under the HSR Act or any competition law that would prevent, prohibit, restrict or delay beyond the End Date the consummation of the transactions contemplated hereby.
(f) Each party to this Agreement Party agrees to reasonably cooperate in obtaining any other consents and approvals including, for the avoidance of doubt, any Third-Party Approvals, that may be required in connection with the transactions contemplated by the Transaction Agreements, including as needed to provide the services contemplated under the Transition Services Agreement immediately following Closing in accordance with the terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement and Agreement, nothing herein shall obligate or be construed to obligate Buyer, Parent, the Companion Agreements; providedSeller, howeverany Transferred Company or any of their respective Affiliates to (i) make, that neither the Buyer nor the Sellers shall or to cause to be required to compensate made, any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) payment to any Person third party in order to obtain any such the consent or approval. Neither the Sellers nor the Buyer shall take approval of such third party under any action that they should Contract or lease for Leased Real Property and/or (ii) seek or obtain, or cause to be reasonably aware would have the effect of delayingsought or obtained, impairing any consent or impeding the receipt approval of any required consents or approvalscustomer of any Transferred Company under any Contract with such customer.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(dg) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representativesAffiliates and Representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers Parent until the Closing and that none of the foregoing Persons will Buyer and its Affiliates and Representatives shall not provide, directly or indirectly, any directions, orders, advice, aid, assistance directions or information orders to any director, officer or employee of Parent or any of the Sellers Transferred Company with respect to the operation of the Business, except as specifically contemplated or permitted by this Article ARTICLE V or as otherwise consented to in advance by an executive officer of a SellerParent, and in accordance with any applicable Laws.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions terms and conditions of this Agreement, each party hereto Party shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable desirable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with consummate the transactions contemplated by this Agreement as promptly as practicable, including (i) preparing and filing with any Governmental Authority all documentation necessary to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all Governmental Approvals that are necessary to consummate the Companion Agreements; providedtransactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, howevereach Party and their respective Affiliates shall not enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, that neither except with the Buyer nor prior written consent of the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvalsother Party hereto.
(cb) Each party hereto promptly In furtherance and not in limitation of the foregoing, each Party shall, and shall cause their respective Affiliates to, (i) make or cause to be made all filings and submissions required of such party Party or any of its Affiliates under the HSR Act and shall take Brazil Law No. 12529 of 2011 with respect to the transactions contemplated hereby as promptly as practicable and, in any event, within 10 Business Days after the date hereof, (ii) make or cause to be made all actions necessaryfilings required of such Party or any of its Affiliates under other applicable Competition and Investment Laws as promptly as practicable, proper (iii) comply at the earliest practicable date with any request under the HSR Act or advisable under applicable Laws to obtain any required approval other Competition and Investment Law for additional information, documents, or other materials received by such Party or any of its Affiliates from any Governmental Authority in respect of such filings or such transactions, and (iv) cooperate with the other Parties in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under the HSR Act or any other Competition and Investment Laws with jurisdiction over the transactions contemplated herebyrespect to any such filing or any such transaction. Each party hereto Party shall use its reasonable best efforts to furnish to the appropriate Governmental Authority other Parties all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated herebyby this Agreement (including, to the extent permitted by Law, responding to any reasonable requests for copies of documents filed with the non-filing Party’s prior - 64 - filings). The Buyer Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.05 as “outside counsel only.” Such materials and the Sellers information contained therein shall make be given only to the outside legal counsel of the recipient, and the recipient shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient or their respective HSR Act filings at such time as mutually agreedAffiliates, if applicableunless express written permission is obtained in advance from the source of the materials. Each of the parties hereto Party shall cooperate with promptly inform the other parties hereto in promptly filing Parties of any other necessary applications, reports or other documents oral communication with any Governmental Authority having jurisdiction unless the Party was the entity to initiate the oral communication with the Governmental Authority in which case, the strategy shall be discussed with the other Parties prior to execution. No Party shall independently participate in any meeting with any Governmental Authority (regardless of who initiated such meeting) in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action extent permitted by such the Governmental Authority, including the resolution opportunity to attend or participate. Similarly, Parties shall provide copies of written communications with any Governmental Authority regarding any such filings or any such transaction prior to submission with sufficient time for the remaining Parties to review and comment. Purchaser shall pay all filing fees in connection with all filings under the HSR Act or any other applicable Competition and Investment Laws.
(c) In furtherance and not in limitation of the actions and obligations described in Section 5.05(b), Purchaser shall use its reasonable best efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under the HSR Act and other applicable Competition and Investment Laws. In connection therewith, if any Action is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as in violation of the Companion Agreements HSR Act or any other Competition and Investment Law, Purchaser shall use its reasonable best efforts to contest and resist any such Action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts consummation of the transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal, unless, by mutual agreement, the Parties decide that litigation is not in their respective best interests. Purchaser shall use its reasonable best efforts to take such action as may reasonably be required to cause the expiration of the applicable waiting period under any the HSR Act and to obtain the approvals, waivers, consents, or expirations of waiting periods under other applicable Law regarding antitrust mattersCompetition and Investment Laws with respect to such transactions as promptly as possible after the execution of this Agreement.
(d) Notwithstanding anything Purchaser shall, and shall cause its Subsidiaries and Affiliates to, take all actions necessary to procure, as promptly as reasonably possible (and in this Agreement any event no later than the Termination Date) waiver or consent from any Governmental Authority or any Governmental Approval required to satisfy the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation conditions set forth in Section 7.01(a) or to otherwise avoid termination of the Business shall remain in Agreement under Section 8.01(e), or to avoid the dominion and control entry of the Sellers until the or have lifted, vacated or terminated any Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any actionLegal Impediment, including responding taking the following actions: (i) propose, negotiate, offer to and/or defending any court commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or administrative proceedingotherwise, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which and in connection with the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result consummation of the transactions contemplated hereby by - 65 - the Transaction Agreements, the sale, divestiture or be material to the business disposition (including by licensing any intellectual property) of any assets of the Buyer PP&S Business or any other assets or businesses of Purchaser or any of its Affiliates (or Equity Interests held by Purchaser or any of its Affiliates in entities with assets or businesses); (ii) terminate any existing relationships and contractual rights and obligations; (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits its Subsidiaries freedom of action with respect to, or its ability to retain, any of the assets of the PP&S Business as currently conducted or as contemplated any other assets or businesses of Purchaser or any of its Affiliates (or Equity Interests held by Purchaser or any of its Affiliates in entities with assets or businesses); and (iv) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be conducted following entered in any Action that would make consummation of the transactions contemplated herebyby the Transaction Agreements unlawful or that would prevent or materially delay consummation of the transactions contemplated by the Transaction Agreements, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (i), (ii) and (iii) of this Section 5.05(d)) necessary to vacate, modify or suspend such injunction or order. For the avoidance of doubt, Purchaser’s obligations under this Section 5.05 shall be absolute and not qualified by “reasonable best efforts.” For the further avoidance of doubt, the Parties agree that Seller’s obligations under this Section 5.05 shall not include any obligation on the part of Seller or its controlled Affiliates to commit to or effect, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses (including the PP&S Business) as may be required to be divested in order to avoid the entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or preceding, that would otherwise have the effect of preventing, materially delaying or limiting the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Regulatory and Other Authorizations; Consents. (a) Subject If required by the HSR Act and if the appropriate filing of Pre-Merger Notification and Report Forms pursuant to the other provisions of this AgreementHSR Act have not been filed before the date hereof, each party hereto shall each use its reasonable best efforts of the Company and Acquiror agrees to perform its obligations under this Agreement make an appropriate filing of a Pre-Merger Notification and Report Form with respect to the Transactions within ten (10) Business Days after the date hereof and to take, supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Company and Acquiror shall furnish to each other all information required for any application or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable other filing under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreementthe Transactions.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers The parties shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall not take any action that they should be reasonably aware would shall have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party approvals and shall take all actions necessary, proper or advisable under applicable Laws promptly respond to obtain any required approval of requests for additional information from any Governmental Authority with jurisdiction over the transactions contemplated herebyor filings in respect thereof. Each party hereto of Acquiror and the Company hereby covenants and agrees to, and shall cause their respective Affiliates to, use its reasonable best efforts to furnish to secure termination of any waiting periods under the appropriate Governmental Authority all information required for HSR Act or any application or other filing to be made pursuant to any applicable Law in connection with and to obtain the transactions contemplated hereby. The Buyer approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Merger and the Sellers shall make their respective HSR Act filings at such time as mutually agreedother Transactions, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing and to obtain all consents, approvals, and waivers under any other necessary applications, reports or other documents with Antitrust Law that may be required by any Governmental Authority having jurisdiction with respect to this Agreement and enable the transactions contemplated herebyparties to close the Transactions as promptly as practicable; provided, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters.
(d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller.
(e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer Acquiror nor any of its Subsidiaries shall be required to take consummate or agree to consummate any actiondivestiture, including responding license, hold separate arrangement or similar matter in order to and/or defending any court obtain approval of the Transactions under applicable Antitrust Laws if such divestiture, license, arrangement or administrative proceedingsimilar matter could reasonably be expected to have a material adverse effect on the financial condition, proposing assets or making any divestiture or other undertakingliabilities of, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer businesses of, Acquiror and its Subsidiaries on a combined basis.
(c) In addition, if any action or Litigation is instituted (or threatened) challenging the Transactions as violating any Antitrust Law or if any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) is entered, enforced, or attempted to be entered or enforced by any Governmental Authority that would make the Transactions illegal or otherwise delay or prohibit the consummation of the Transactions, each of Acquiror and the Company shall use their respective commercially reasonable efforts, and shall cooperate in good faith with the other, in contesting and defending any such claim, cause of action, or Litigation to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any decree, order, judgment, or injunction (whether temporary, preliminary, or permanent) that prohibits, prevents, or restricts consummation of the Transactions.
(d) Subject to applicable Law relating to the exchange of information, each party shall permit counsel for the other parties reasonable opportunity to review in advance, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Governmental Authority with respect to the Transactions; not participate in any substantive meeting or discussion, either in Person or by telephone, with any Governmental Authority in connection with the proposed Transactions unless it consults with the other parties in advance and, to the extent not prohibited by such Governmental Authority, gives the other parties (including their respective outside counsel) reasonable notice and the opportunity to attend and participate; and promptly and fully inform the other parties of any written or oral communication received from or given to the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority or any Person relating to any inquiry, investigation, or Litigation relating to the Transactions or any filing submitted to any Governmental Authority and promptly furnish the other parties with copies of all correspondence, filings and other written communications between any party, on the one hand, and any third party and/or any Governmental Authority or its respective staff, on the other hand, with respect to this Agreement and the Transactions (subject to applicable Laws regarding privilege), provided that no privileged information or information that is deemed to be competitively sensitive is required to be shared.
(e) Acquiror shall not enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition), to acquire any business or equity interest in a business that, in each case, competes with the Business as currently conducted if such transaction could reasonably be expected to make it materially more difficult, or as contemplated to be conducted following materially increase the transactions contemplated herebytime required, to (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the Transactions or (ii) avoid the entry of, avoid the commencement of litigation seeking the entry of, or effect the dissolution of, any injunction, temporary restraining order or other order that could materially delay or prevent the consummation of the Transactions.
Appears in 1 contract
Samples: Merger Agreement (SPX Corp)
