Third Party Consents and Governmental Approvals. (a) From the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to Article VIII:
(i) The Buyer and the Seller shall cooperate and use commercially reasonable efforts to give all third-party notices and obtain all third-party consents that are listed on Schedule 5.4 as promptly as practicable; provided, that, the Buyer shall be responsible for all reasonable and documented third-party costs and expenses associated therewith.
(ii) Each party shall cooperate and use commercially reasonable efforts (A) to file, as promptly as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Authority with respect to the Transactions; (B) to submit promptly any additional information requested by any such Governmental Authority; and (C) to obtain any required consent, clearance, expiration or termination of a waiting period, authorization, order or approval of, or any exemption by, any Governmental Authority with respect to the Transactions. Without limiting the generality of the foregoing, the Buyer and the Seller shall, within five (5) Business Days following the date of execution of this Agreement, make or cause to be made any and all required filings under the HSR Act (and will request early termination of the waiting period required under the HSR Act). The parties agree to cooperate and respond as promptly as practicable to inquiries or requests for information received from the Federal Trade Commission, Department of Justice or any other Governmental Authority in connection with any such filings. Each of the Buyer and the Seller shall (1) give the other party prompt notice of the commencement of any Proceeding under the Antitrust Laws by or before any Governmental Authority with respect to the Transactions, (2) keep the other party informed as to the status of any such Proceeding, and (3) promptly inform the other party of any communication to or from any Governmental Authority regarding the Transactions. The Buyer and the Seller will consult and reasonably cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Proceeding under the Antitrust Laws relating to the Transactions. In addition, except as may be prohibited by any Governmental Authority or by an...
Third Party Consents and Governmental Approvals. Seller shall have ----------------------------------------------- obtained all third party consents and governmental approvals, if any, required for the transfer or continuance, as the case may be, of the Assumed Contracts, the Permits and the Site Leases, each in a form which is satisfactory to Buyer in its sole and absolute discretion and without additional cost, expense or liability to Buyer.
Third Party Consents and Governmental Approvals. Except as set forth in Section 5.21 of the Foilmark Disclosure Memorandum, no Consent, authorization, approval, permit or license of, or filing with, any Regulatory Authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Foilmark.
Third Party Consents and Governmental Approvals. Except as set forth in Section 6.21 of the Holopak Disclosure Memorandum, no Consent, authorization, approval, permit or license of, or filing with, any Regulatory Authority, any lender or lessor or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of Holopak.
Third Party Consents and Governmental Approvals. 7.3.1 The Parties shall use their reasonable efforts to obtain, as soon as practicable, any third party consents or approvals that are required to consummate the transactions contemplated in this Agreement, including informing each counterparty to the material contracts that are Transferred Assets that such contract will be assigned to the relevant Transferee as of the respective Restructuring Closing and requesting the consent of such counterparty to such assignment, provided, however, that in no event shall either Party be obligated to pay any money to any third party in order to obtain such consents or approvals and provided, further, that in no event shall Electrolux have any obligations under this Section 7.3.1 after the first anniversary of the Demerger Date.
7.3.2 To the extent that the consummation of the obligations hereunder requires any governmental approvals, the Parties will use their commercially reasonable efforts to obtain any such governmental approvals.
Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement:
(a) The Buyer, the Seller and the Company shall cooperate fully and use their commercially reasonable efforts to take, or 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 cause the closing conditions contained in ARTICLE VI to be satisfied and to consummate and make effective, as promptly as practicable, the Transactions.
(b) The parties hereto (or their ultimate parent entities) have previously filed with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DoJ”) the notifications and other information required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the Transactions, and the Buyer has paid the filing fee required in connection therewith. Each party warrants that all such filings and notifications made by it (or on its behalf) were, as of the date filed, true and accurate in all material respects and in material compliance with the requirements of the HSR Act. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by the Federal Trade Commission or the Department of Justice in connection with any such filings. On the first Business Day following the execution of this Agreement, the Buyer shall communicate to the FTC and the DoJ the parties’ desire to seek early termination of the waiting period applicable to the Transactions (provided, that the Buyer shall afford the Seller with an opportunity to review the substance of such proposed communication in advance of the same being delivered or made to the FTC or the DoJ, and shall make such revisions to such proposed communication as the Seller shall reasonably request), and each party shall thereafter take such additional action in support of such request for early termination as is consistent with the parties obligations under Section 5.4(a).
(c) Each party to this Agreement will not, and will not permit any of its Affiliates to, take any action or consummate any transaction if the intent or reasonably anticipated consequence of such action or transaction would be to prohibit, delay or impair the parties from obtaining any approval or consent required by this Agreement.
Third Party Consents and Governmental Approvals. To the best of NSC's Knowledge, all Third Party Consents (other than Governmental Approvals) are described in Schedule 2.6. To the best of NSC's Knowledge, all material Governmental Approvals related to the Coke Facilities and to the operations of the Great Lakes Facility on Zug Island that are required to operate the Coke Facilities substantially as currently operated are listed on Schedule 3.2. Except as set forth in Schedule 3.2, all such Governmental Approvals are in full force and effect. NSC shall use all reasonable efforts to assist EES Coke in obtaining a transfer to EES Coke of those Governmental Approvals currently held by NSC that are required by applicable Law to be in EES Coke's name after the Closing Date.
Third Party Consents and Governmental Approvals. PNE shall have ----------------------------------------------- obtained all third party consents and governmental approvals, if any, required for the transfer or continuance, as the case may be, of the Assumed Contracts listed on Schedules 2.4(a) and 4.15 of the PNE Disclosure Memorandum (and contracts of a similar nature that would have been listed on Schedules 2.4(a) and 4.15 had they been in existence on the date of this Agreement), the Licenses and the Site Leases, each in a form satisfactory to the NextMedia Parties in their sole and absolute discretion and without additional cost, expense or liability to the NextMedia Parties.
Third Party Consents and Governmental Approvals. Except as set forth on Schedule 3.5, no consent, authorization or approval of, and no registration or filing with, any third parties or any federal, state, regional or local governmental, administrative or regulatory body or authority ("Governmental Body") to which CEC, any Subsidiary or any of their VA Business properties or assets are subject is required for the execution, delivery and performance of this Agreement and the Sale Documents by CEC and the consummation by CEC and the Subsidiaries of the transactions contemplated hereby and thereby.
Third Party Consents and Governmental Approvals. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement:
(a) The Buyer and the Company shall cooperate fully and use their best efforts to obtain all third party consents which are listed on Schedule 2.5 and marked with an asterisk as promptly as practicable.
(b) Promptly following the date of execution of this Agreement (and, in any event, within five (5) business days) the parties shall make or cause to be made any and all required filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and will request early termination of the waiting period required under the HSR Act. The parties agree to cooperate and promptly respond to any inquiries or investigations initiated by the Federal Trade Commission or the Department of Justice in connection with any such filings. The Buyer will be responsible for the payment of all filing fees with the Federal Trade Commission or the Department of Justice associated with obtaining such approvals.
(c) The Buyer will not, and will not permit any of its Affiliates to, take any action or consummate any transaction if the intent or reasonably anticipated consequence of such action or transaction would be to prohibit, delay or impair the parties from obtaining any approval or consent required by this Agreement.
