Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Regulatory Filings; Consents. From the date hereof until the earlier of the Closing or the termination of this Agreement pursuant to Section 3.3 above, each of the parties hereto shall: (i) take any additional action that is necessary, proper or advisable in connection with any notices to, filings with, and authorizations, consents and approvals of governments and governmental agencies that it is required to give, make or obtain in order to effect the transactions contemplated hereunder; and (ii) furnish to the other party or parties hereto, as the case may be, such necessary information and reasonable assistance as such other party or parties may reasonably request in connection with its or their preparation of necessary filings or submissions to any governmental agency. Each party shall give any notices to third Persons, and shall use its best efforts to obtain any third Person consents, that the other party may reasonably request in connection with the matters referred to in Sections 4.2 and 5.2 above.
Regulatory Filings; Consents. (a) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(b) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Regulatory Filings; Consents. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to cause the conditions set forth in Article 6 to be satisfied and to consummate and make effective the Merger and the other Transactions as promptly as practicable. In furtherance and not in limitation of the foregoing, Parent (and the Company, as applicable) shall (i) file a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within ten (10) Business Days after the date of this Agreement and (ii) prepare and jointly file with CFIUS within fifteen (15) Business Days a CFIUS Declaration; and, if subsequently requested by CFIUS pursuant to 31 C.F.R. § 800.407(a)(1), Parent and the Company shall jointly submit to CFIUS (x) as promptly as practicable following the receipt of such request, a pre-filing draft of a CFIUS Notice and (y) as promptly as practicable after the resolution of all questions and comments received from CFIUS staff on the draft CFIUS Notice (or receipt of confirmation that the CFIUS staff have no such questions or comments), a final CFIUS Notice, in each case, pursuant to the DPA. The Company, Parent and Merger Sub shall use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing (including with respect to information requests received from the relevant Governmental Entity following submission of the relevant filings, submissions or notices), and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods and obtain all consents in connection with the foregoing as soon as reasonably practicable. Notwithstanding the foregoing, any party hereto may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties hereto under this Section 5.5 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient party, unless express...
Regulatory Filings; Consents. Each Party shall each use, and shall cause their respective Affiliates to use, all commercially reasonable efforts to obtain all necessary consents, waivers, authorizations and approvals and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and the Transaction Documents to which it is a party 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 with respect to the transactions contemplated by this Agreement, provided that, except as specifically provided in this Section 6.4, such assistance shall not be deemed to require an expenditure of money by either Party with respect to consent or approval required to be obtained by any Party or their Affiliates.
Regulatory Filings; Consents. Subject to the terms and conditions of this Agreement, the parties agree to use their respective Best Efforts to (A) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, (B) obtain all consents, waivers, approvals, authorizations and orders required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transaction and (C) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, with the objective of consummating the Transaction and completing the Closing no later than May 27, 2005.
Regulatory Filings; Consents. Subject to the terms and conditions of this Agreement, the parties shall use their respective Best Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain all required approvals and clearances with respect thereto, (ii) obtain all consents, waivers, approvals, authorizations and orders required of all other persons in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated under this Agreement, and (iii) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated under this Agreement as promptly as practicable.
Regulatory Filings; Consents. (a) Each party hereto will, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party will cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto will not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.
(b) The Sellers will use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Schedule 2.3 by the Closing. During the Interim Period, the Sellers and Stockholders will use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Section 8.1 hereof and the Buyer will use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Section 8.2 hereof.
Regulatory Filings; Consents. As promptly as practicable after the execution of this Agreement, Buyer and Seller shall make or cause to be made all filings and submissions required under the laws of the States of West Virginia, Ohio and Indiana, and any other filings or submissions required by the laws, rules or regulations applicable to Buyer, Seller and the Company with respect to the consummation of the Transaction contemplated by this Agreement, including the filing of a withdrawal plan in West Virginia for the Company's private passenger automobile Insurance Policies. The parties shall coordinate and cooperate with each other in exchanging such information, and will provide such reasonable assistance to each other, as the parties may request in connection with the any of the foregoing. Buyer and Seller will each use their best efforts to obtain all licenses, consents or other approvals required to be obtained by the Buyer or Seller from any appropriate governmental or regulatory agency or authority or other person in connection with the consummation of the Transaction contemplated by this Agreement. The parties to this Agreement will promptly advise each other of all communications they receive from governmental agencies or authorities pertaining to the Transaction.
Regulatory Filings; Consents. (a) Within 15 days hereof, the Buyer and the Sellers will cause such filings to be made as may be required by the HSR Act with respect to the consummation of the transactions contemplated by this Agreement. Thereafter, the Buyer and the Sellers will cause to be filed as promptly as practicable with the United States Federal Trade Commission and the United States Department of Justice any supplemental information which may be requested pursuant to the HSR Act with respect to the consummation of the transactions contemplated by this Agreement. Al' filings made pursuant to the HSR Act will comply in all material respects with the requirements of the respective Laws pursuant to which they are made.
(b) Without limiting the generality or effect of Section 6.3(a), each of the parties will (i) use reasonable efforts to comply as expeditiously as possible with all lawful requests of Governmental Entities for additional information and documents pursuant to the HSR Act and (ii) not (A) except as required by any Governmental Entity, extend any waiting period under the HSR Act or (B)enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior consent of the other parties hereto.
