Responsibility for Satisfaction Clause Samples
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Responsibility for Satisfaction. 4.2.1 The Purchaser and the Seller shall prepare and file the notifications necessary for the fulfilment of the conditions in Clauses 4.1.1 to 4.1.3 (the “Required Notifications”) as soon as reasonably practicable (with notifications under the HSR Act to be filed by 29 May 2014). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in connection with the Required Notifications.
4.2.2 The Purchaser shall be responsible for payment of all filing and other fees and expenses in connection with the Required Notifications and the satisfaction of the conditions in Clauses 4.1.1 to 4.1.3.
4.2.3 CFIUS:
(i) The Seller and the Purchaser shall consult, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, CFIUS with respect to the Transaction. The Seller and the Purchaser shall use their respective reasonable best efforts to provide promptly all information that is pursuant to a request by CFIUS.
(ii) Within 60 calendar days after the execution of this Agreement, any party wishing to submit a formal joint voluntary notice to CFIUS pursuant to 31 C.F.R. Section 800.401, et. seq. (“CFIUS Filing”) shall provide the other party with written notice of its intent to make a CFIUS Filing (“Election Date”). Prior to making its election to submit a CFIUS Filing, the party wishing to make a CFIUS Filing shall consult in good faith with senior executives of the other party. If neither the Seller nor the Purchaser *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission. provides notice to submit a formal joint voluntary notice to CFIUS, a CFIUS Filing will not be made unless requested by CFIUS.
(iii) If either the Seller or the Purchaser elects to make a CFIUS Filing following the procedures and consultations in Clause 4.2.3(i) or if CFIUS requires a filing, then:
(a) the Seller and the Purchaser shall use their respective reasonable best efforts to submit a draft CFIUS Filing no later than 15 Business Days following the Election Date, and a final CFIUS Filing the earlier of (1) five business days after submitting the draft CFIUS filing or (2) five calendar days after...
Responsibility for Satisfaction. 4.2.1 The Sellers shall prepare and file the notifications necessary for the fulfilment of the conditions in Clauses 4.1.1 to 4.1.3 (the “Required Notifications”) as soon as reasonably practicable (with notifications under the HSR Act to be filed by 29 May 2014). Notwithstanding anything to the contrary contained in this Agreement, GlaxoSmithKline shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in connection with the Required Notifications (with the exception of the Minority Notifications addressed in Clause 4.2.10, for which Novartis shall have such responsibility).
4.2.2 GlaxoSmithKline shall be responsible for payment of all filing and other fees and expenses in connection with the Required Notifications and the satisfaction of the conditions in Clauses 4.1.1 to 4.1.3, (with the exception of the Minority Notifications addressed in Clause 4.2.10, for which Novartis shall have such responsibility).
Responsibility for Satisfaction. 4.1.1 The BMM Seller shall use all reasonable endeavours to ensure the satisfaction of the BMM Conditions and the Purchaser shall use all reasonable endeavours to ensure the satisfaction of the BMM Conditions provided that (i) in the case of the BMM Seller this shall not give rise to an obligation on it to assume material expenditure or investment or to agree to any other obligation, condition or undertaking to achieve the same or (ii) in the case of either party this shall not require them to take such action which would be likely to have such a detrimental effect on the current or future development of the business of that party such that it would be unreasonable to expect that party to take it and (iii) in the case of the Purchaser and notwithstanding (ii) above, such obligation shall include (but not be limited to) proposing and agreeing to any divestments or other conditions or other undertakings in order to obtain clearance from the relevant competition authorities as soon as possible.
4.1.2 The Purchaser shall provide the BMM Seller with drafts of all material correspondence, documents or other communications (including the Purchaser’s filing under the BMM Conditions set out at paragraphs 1.8.1 to 1.8.5 above) relating to the BMM Conditions (removing any information confidential from the BMM Seller) and shall give the BMM Seller reasonable opportunity to comment on such communications prior to their submission to the competent authorities. Furthermore, the Purchaser shall promptly provide the BMM Seller with copies of all such material communications received from or sent to the relevant Governmental Authorities. The Purchaser shall also involve the BMM Seller in any meetings or material discussions with the relevant Governmental Authorities.
4.1.3 The parties agree that all requests and enquiries from the relevant competition authorities or any other government, governmental, supranational or trade agency, court or other regulatory body shall be dealt with by the BMM Seller and the Purchaser promptly and in consultation with each other and the BMM Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the relevant competition authorities or other such government, agency, court or body upon being requested to do so by the other.
4.1.4 The Purchaser shall give notice to the BMM Seller of satisfaction of any BMM Condition within two BMM Business Days of becoming aware of the ...
Responsibility for Satisfaction. 4.2.1 With regard to the conditions set out in Clauses 4.1.1, 4.1.2 and 4.1.3 above:
(i) subject to Clause 4.5 the Purchaser shall exercise its best endeavours to, and shall take all steps (including agreeing to any disposals of assets or other conditions or undertakings) to fulfil or procure the fulfilment of such conditions as soon as possible after the date of this Agreement;
(ii) the Purchaser shall, in all cases as soon as practicable, and not later than within 30 Business Days of the date of this Agreement, submit all filings and notifications with the Antimonopoly Office in order to obtain the Antimonopoly Approval and submit all filings and notifications (including the KNF Notifications) with the KNF within 20 Business Days of the date of this Agreement in order to obtain the KNF BZ WBK Consent and the KNF Subsidiaries and Affiliates Consents following consultation with each of the Sellers concerning the drafts of such filings and notifications;
(iii) each of the Sellers and the Purchaser agree that all requests and enquiries from the Antimonopoly Office or the KNF which relate to the satisfaction of the conditions shall be dealt with by each Seller and the Purchaser in consultation with each other (including the review of draft responses to such requests or inquiries or other communications intended to be filed with the Antimonopoly Office or the KNF) and each Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by the Antimonopoly Office or the KNF;
(iv) subject to applicable laws relating to the sharing of information, competition or other legal or regulatory restrictions, the Purchaser shall:
(a) promptly notify each Seller of any communication the Purchaser receives from the Antimonopoly Office or the KNF in relation to this Agreement and the transaction contemplated in this Agreement; and
(b) provide each Seller with copies of all correspondence, filings or communications between the Purchaser or any of its representatives, on the one hand, and the Antimonopoly Office or the KNF, as the case may be, or members of its staff, on the other hand, relating to this Agreement and the transaction contemplated in this Agreement (save that commercially sensitive information contained in any such draft or final communication may be redacted or provided to the Sellers’ Lawyers on an external counsel basis only).
4.2.2 Each Seller and the Purchaser undertakes to use their reasonab...
Responsibility for Satisfaction. 5.2.1 The Seller shall use all reasonable efforts to ensure the satisfaction of each Condition as soon as possible after the date of this Agreement.
5.2.2 The Purchaser shall use all reasonable efforts to ensure the satisfaction of the Conditions set out in Clauses 5.1.3 and 5.1.4.
5.2.3 The Seller shall promptly notify the Purchaser in writing upon the satisfaction of each Condition.
Responsibility for Satisfaction. 4.3.1 The Seller undertakes to use its reasonable endeavours to ensure the satisfaction of the conditions set out in Clauses 4.1.3
Responsibility for Satisfaction. 4.2.1 The Seller shall ensure the satisfaction of the Reorganisation Condition prior to the date on which Closing is due to take place in accordance with Clause 7.1.
4.2.2 The Purchaser shall assume all costs (including filing fees but excluding legal costs borne by the Seller) and use its best endeavours and take all steps necessary to obtain the Merger Control Clearance from the Polish Authority as soon as possible, but in any event prior to 5.00 p.m. (UK time) on 27 December 2023.
4.2.3 As soon as reasonably practicable, but no later than two (2) Business Days after the date of this Agreement, the Purchaser shall submit a complete merger control filing with the Polish Authority.
4.2.4 The Purchaser shall provide the Seller (or Seller’s legal advisors to the extent the relevant filing, notification, submission or documentation contains confidential business information relating to the Purchaser’s Group or the BDT Group) with a reasonable opportunity to comment on drafts of any filings, notifications, submissions, or other documentation prior to their submission to the Polish Authority and shall consider in good faith the views of the Seller. No information relating to the Seller, or any member of the Seller’s Group, or to its respective businesses shall be given to the Polish Authority without the Seller’s prior written consent.
4.2.5 The Purchaser shall organise regular review with the Seller and its legal advisors of the progress of any notifications and filings and shall promptly provide the Seller with copies of all material correspondence, documents, other communications (and written summaries of any non-written communication) (including any filing made by the Purchaser) with the Polish Authority relating to the Merger Control Clearance.
4.2.6 The Purchaser shall not participate in any meetings or discussions or correspondence with the Polish Authority relating to the Merger Control Clearance without first consulting with the Seller and taking into account in good faith its requests and requirements. Where practicable, the Purchaser shall give the Seller and its legal advisors the opportunity to participate in all meetings, communications and conferences with the Polish Authority and promptly inform the Seller of the content of any meeting or material conversation which takes place between the Polish Authority and the Purchaser or any of its employees, directors, officers, or advisers in relation to the Merger Control Clearance and shall, if request...
Responsibility for Satisfaction. 4.2.1 The Purchaser and the Seller shall prepare and file the notifications necessary for the fulfilment of the conditions in Clauses 4.1.1 to 4.1.3 (the “Required Notifications”) as soon as reasonably practicable (with notifications under the HSR Act to be filed by 29 May 2014). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have primary responsibility for obtaining all consents, approvals or actions of any Governmental Entity which are required in connection with the Required Notifications.
4.2.2 The Purchaser shall be responsible for payment of all filing and other fees and expenses in connection with the Required Notifications and the satisfaction of the conditions in Clauses 4.1.1 to 4.1.3.
Responsibility for Satisfaction. 7.2.1 The Parties shall use reasonable endeavours to obtain the Regulatory Clearances as soon as reasonably possible.
7.2.2 The Parties shall use reasonable endeavours to take promptly all actions necessary to make all such filings required to obtain the Regulatory Clearances.
7.2.3 The Parties agree that all requests and enquiries from any Governmental Authority which relate to the obtaining of the Regulatory Clearances shall be dealt with by the Parties in consultation with each other and the Parties shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other. In this respect and except where prohibited by applicable law, the Parties shall provide each other with copies of all filings or correspondence made with any Governmental Authority and to consult with the other prior to taking a position with respect to any filing pursuant hereto, permit the other Party to review and discuss in advance, and to consider in good faith the views of the other Party.
7.2.4 The Parties shall equally share the costs of any Regulatory Clearances required under any applicable laws, including reasonable expenses for advisors. The Parties shall present to the Steering Committee a budget for such expenses and monthly status of their accrual.
Responsibility for Satisfaction. 4.2.1 Save as otherwise provided in the remaining provisions of this Clause 4.2 and Clause 5.2, each of the Parties shall use reasonable efforts to ensure satisfaction of and compliance with all of the Closing Conditions.
4.2.2 Without prejudice to the generality of Clause 4.2.1, the Purchaser shall:
(a) as soon as practicable, and in any event no later than five (5) Business days after the Signing Date, prepare and file with the Competition Authority the notices and applications necessary to satisfy the Closing Condition set out in Clause 4.1.1(the “Competition Condition”), provided that, with respect to written submission, information or documentary materials requested from the Seller, the Seller has provided the same to the Purchaser in advance;
(b) supply as promptly as practicable any additional information and documentary material that may be requested by the Competition Authority in connection with the Competition Condition, provided that, with respect to any written submission, information or documentary materials, the Seller has the right to approve the same; and
(c) use reasonable efforts to cause the expiration or termination of any applicable waiting period under any applicable law and the fulfillment (whether explicit or implicit) of the Competition Condition as soon as practicable, including by agreeing to:
(i) take any reasonable action that may be required in order to obtain an unconditional clearance (including by agreeing to perform any disposition of assets or businesses that may be required by the Competition Authority); or
(ii) duly and promptly comply with any condition that any relevant Competition Authority may impose to clear this Agreement and the Transaction, provided that the foregoing Clause 4.2.2 shall not require Purchaser to make any material divestiture.
4.2.3 The Purchaser and the Seller shall each bear their own costs incurred in relation to filing the merger clearance filing in China in connection with the Purchaser acquisition of the Group. Notwithstanding the foregoing sentence of this Clause