Common use of Regulatory Approvals; Efforts Clause in Contracts

Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Laws to consummate and make effective the LP Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, consent or approval from any Governmental Entity, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)

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Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, shall use (and shall cause its Subsidiaries to, controlled affiliates and use reasonable best efforts to cause its other affiliates to use) its reasonable best efforts to promptly take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the LP Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities Authorities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, expiration or termination of waiting period, consent or approval from from, or to avoid an action or proceeding by, any Governmental EntityAuthority, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental EntityAuthority, in each case as promptly as commercially reasonably practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sunoco LP), Agreement and Plan of Merger (NuStar Energy L.P.), Agreement and Plan of Merger (Sunoco LP)

Regulatory Approvals; Efforts. (a) Subject to During the terms and conditions set forth in this AgreementPre-Closing Period, each of the parties hereto shall, and Parties shall cause its Subsidiaries to, use its their respective reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under Laws to consummate and make effective the LP Merger Transactions in accordance with the terms hereof and as promptly as practicable. Without limiting the other transactions contemplated by this Agreementforegoing, including using during the Pre-Closing Period, the Parties shall use their respective reasonable best efforts to: to (i) promptly obtain all authorizations, consents, Orders and approvals of all Governmental Authorities or other Persons that may be, or become, necessary actions or nonactions, waivers, clearances, consents and approvals, including for the Partnership Approvals performance of their respective obligations pursuant to this Agreement and the Parent Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, consent or approval from any Governmental Entity, in each case as promptly as commercially practicableconsummation of the Transactions, (ii) take all actions as may be requested by any such Governmental Authority to obtain all necessary such authorizations, consents, Orders and approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially practicable, and (iii) execute avoid entry of, or effect the dissolution of, any Order that would have the effect of preventing or materially delaying the consummation of the Transactions. The Parties shall cooperate in seeking to promptly obtain all such authorizations, consents, Orders and deliver approvals. In furtherance and not in limitation of the foregoing, each Party agrees to (A) make all required applications, filings and submissions with respect to the Required Approvals and any additional instruments necessary other applicable Antitrust Laws promptly and (B) respond as promptly as practicable to consummate the transactions contemplated by this Agreementany inquiries or requests received from any Governmental Authority in connection with antitrust or related matters.

Appears in 3 contracts

Samples: Purchase Agreement (Digital Realty Trust, Inc.), Purchase Agreement (Digital Realty Trust, Inc.), Purchase Agreement (InterXion Holding N.V.)

Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, shall use (and shall cause its Subsidiaries to, use and affiliates to use) its reasonable best efforts to promptly take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Regulatory Laws to consummate and make effective the LP Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, expiration of waiting period, consent or approval from from, or to avoid an action or proceeding by, any Governmental Entity, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially reasonably practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crestwood Midstream Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP)

Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, shall use (and shall cause each of its Subsidiaries to, use controlled Affiliates to use) its reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or and advisable under applicable Laws to consummate and make effective the LP Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to: (i) to obtain all necessary actions or nonactions, waivers, clearances, expiration or termination of applicable waiting periods, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities (including the CFIUS Approval, subject to Sodium’s sole and absolute discretion as described in Section 6.8) and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, expiration or termination of applicable waiting periods, consent or approval from from, or to avoid an action or proceeding by, any Governmental Entity, in each case as promptly as commercially practicable, (ii) and obtain all necessary nonactions, consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ChampionX Corp), Agreement and Plan of Merger (Schlumberger Limited/Nv)

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Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, shall use (and shall cause its Subsidiaries to, use and affiliates (other than Caribou and Ox and their respective affiliates (other than the Partnership and its Subsidiaries) to use) its reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the LP Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, consent or approval from any Governmental Entity, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)

Regulatory Approvals; Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall, Parties shall use (and shall cause its Subsidiaries to, use and affiliates to use) its reasonable best efforts to promptly take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the LP Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Company Approvals and the Parent Buyer Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, expiration of waiting period, consent or approval from from, or to avoid an action or proceeding by, any Governmental Entity, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially reasonably practicable, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tellurian Inc. /De/)

Regulatory Approvals; Efforts. (a) Subject Prior to the terms Closing, Parent, Merger Sub, Company OP and conditions set forth in this Agreement, each of the parties hereto Company shall, and shall cause its Subsidiaries their respective Affiliates to, use its their respective reasonable best efforts to take, or cause to be taken, promptly all actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under any applicable Laws to cause the conditions to the Closing set forth in Article VI to be satisfied and to consummate the Mergers as promptly as practicable, including (i) preparing and make effective filing all forms, registrations and notifications required to be filed to consummate the LP Mergers, (ii) using reasonable best efforts to satisfy the conditions to consummating the Mergers, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, permit, Order or approval of, waiver or any exemption by, any Governmental Entity required to be obtained or made by Parent, Merger and Sub, Company OP, the Company or any of their respective Affiliates in connection with the transactions, or the taking of any action, contemplated by this Agreement, including the Mergers, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including using reasonable best efforts to: (i) obtain all necessary actions or nonactions, waivers, clearances, consents and approvals, including the Partnership Approvals and the Parent Approvals, from Governmental Entities and make all necessary registrations, notifications and filings and take other steps as may be necessary to obtain an action or nonaction, waiver, clearance, consent or approval from any Governmental Entity, in each case as promptly as commercially practicable, (ii) obtain all necessary consents, approvals or waivers from third parties other than any Governmental Entity, in each case as promptly as commercially practicableMergers, and (iiiv) execute the execution and deliver delivery of any reasonable additional instruments necessary to consummate the transactions contemplated by Mergers and to fully carry out the purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Property Trust, Inc.)

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