Without limiting Section 4. 2(a), Seller shall (at its own expense):
Without limiting Section 4. 10(a), neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, any agent acting on their behalf, has during the past three (3) years committed a violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other anti-bribery or anticorruption Law, including the UK Anti-Bribery Act 2010 and the Australian Criminal Code Act 1995 (Cth) and similar Australian state laws of any jurisdiction, to the extent applicable to the Company or such Subsidiary (collectively, “Anti-Bribery Laws”), or received any written or to the Company’s Knowledge, oral communication from any Governmental Authority that alleges that the Company or any of its Subsidiaries is or may be in violation of, or has or may have any Liability under, any Anti-Bribery Law. There is no pending or, to the Company’s Knowledge, threatened investigation, claim, or any other proceeding, in each case by or from a Governmental Authority, regarding any actual or possible violation of the Anti-Bribery Laws by the Company or any of its Subsidiaries. To the Company’s Knowledge, none of the Company, any of its Subsidiaries or any of their respective representatives to the extent acting on behalf of their behalf has, during the past three (3) years, directly or indirectly, offered, given, reimbursed, paid or promised to pay, or authorized the payment of, any material money or other thing of material value (including any fee, gift, sample, travel expense or entertainment) or any commission payment payable to (a) any Person who is an official, officer, agent, employee or representative of any Governmental Authority or of any existing or prospective customer (whether or not owned by a Governmental Authority), (b) any political party or official thereof, or (c) any candidate for political or political party office, in each case while knowing or having reason to believe that all or any portion of such money or thing of value would be offered, given, reimbursed, paid or promised, directly or indirectly, in violation of the Anti-Bribery Laws of any jurisdiction applicable to the Company or any of its Subsidiaries. During the past three (3) years, neither the Company nor any of its Subsidiaries has made any disclosures to any Governmental Authority concerning potential violations of any Anti-Bribery Laws.
Without limiting Section 4. 1(a)(i), from the date hereof until the Trigger Date, GE shall, and shall cause its Subsidiaries to (x) use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by them and their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care and (y) not use any Company Confidential Information to engage in a Competing Business (as defined in the Non-Competition Agreement) or to take any other action in violation of the Non-Competition Agreement (as defined in the Transaction Agreement) or otherwise in a manner materially detrimental to the interests of the Company; provided that, for the avoidance of doubt, following the Trigger Date the disclosure and use of Company Confidential Information shall be governed by Section 4.1(a)(i).
Without limiting Section 4. 1.2, upon Xxxxxx’s request, DexCom will participate in joint meetings with Tandem with relevant Regulatory Authorities as reasonably necessary to support Regulatory Approval of Combined Systems, including, as applicable the Tandem Diabetes Management Apps, but excluding DexCom CGM Apps.
Without limiting Section 4. 3 hereof, the provisions of this Section 5 shall apply similarly and equally to successive transactions or events covered hereby and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable without regard to any limitations on the exercise of this Warrant.
Without limiting Section 4. 1(a), prior to, on and after the Distribution Date, each party shall, and shall cause its Subsidiaries to, cooperate with the other party and its Subsidiaries, and without any further consideration, but at the expense of the requesting party, to (i) execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such party may be reasonably requested to execute and deliver to the other party, (ii) make, or cause to be made, all filings with, and obtain, or cause to be obtained, all Consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, (iii) seek, obtain or cause to be obtained, any Governmental Approvals or other Consents required to effect the Separation or the Distribution and (iv) take all such other actions as such party may reasonably be requested to take by any other party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements, the transfers of the Hertz Assets and the HERC Holdings Assets, the assignment and assumption of the Hertz Liabilities and the HERC Holdings Liabilities and the other transactions contemplated hereby and thereby. Without limiting Section 4.1(a), each party shall, and shall cause its Subsidiaries to, at the reasonable request, cost and expense of any other party, take such other actions as may be reasonably necessary to vest in such other party good and marketable title, if and to the extent it is practicable to do so.
Without limiting Section 4. 4(a), each of the Sellers and the Buyers shall, and shall use its reasonable best efforts to cause its Representatives and Affiliates (including the Buyer Licensing Affiliates and the Seller Licensing Affiliates, as applicable) to, file, or cause to be filed, (i) within forty-five (45) days after the date hereof, all required initial applications and documents in connection with obtaining all Required Gaming Approvals, and (ii) as soon as reasonably practicable after the date hereof, all Governmental Approvals other than those set forth in subclause (i) and shall act diligently and promptly to pursue the Governmental Approvals. Each party hereto shall use its reasonable best efforts to respond as promptly as practicable to the request of any Governmental Entity for additional information and material, including in respect of Required Gaming Approvals and the antitrust laws of any applicable jurisdiction, and shall cooperate with the other parties hereto in connection with the making of all filings referenced in the preceding sentence, including, subject to applicable Laws relating to the exchange of information (including the antitrust laws of any applicable jurisdiction and any Gaming Laws). Without limiting the foregoing, unless a Governmental Entity requires otherwise, each of the Buyers and the Sellers shall notify the other parties promptly of the receipt of written comments or requests from Governmental Entities relating to any Governmental Approvals, and shall supply the other parties (or their outside counsel, as appropriate) with copies of all substantive and non-confidential correspondence between the notifying party or any of its Representatives and Governmental Entities with respect to such Governmental Approvals. Following the execution of this Agreement, each of the Sellers, the Companies and the Buyers shall use reasonable best efforts to schedule and attend any hearings or meetings with Governmental Entities as promptly as possible. From the date of this Agreement until the Closing, unless a Governmental Entity requires otherwise, each party hereto shall keep the other parties hereto reasonably informed with respect to such party’s pursuit of Governmental Approvals and, upon written request of any party, the other parties shall provide to such party, as soon as reasonably practicable, a report concerning the status and progress of the application and licensing process with respect to its pursuit of such Governmental Approvals. Each party ag...
Without limiting Section 4. 1 or Section 4.2, except to the extent expressly permitted, contemplated or required by this Agreement (including pursuant to Section 4.2(b)(i) or this Section 1.5(b)), if, between the entry into this Agreement and the Effective Time, Company declares, sets aside or pays any dividend or other distribution to Company shareholders of record as of a time prior to the Effective Time, except for:
Without limiting Section 4. 11(a), Seller and the Bank shall use all reasonable efforts to provide data processing and other processing support, including support from outside contractors, to assist CNB in performing all tasks reasonably required to result in a successful conversion of the Bank's data and other files and records to CNB's production environment, when requested by CNB and sufficient to ensure that a successful conversion can occur at such time as CNB requests at or after the Closing Date. Among other things, Seller and the Bank shall:
Without limiting Section 4. 3 hereof, the provisions of this Section 5 shall apply similarly and equally to successive transactions or events covered hereby and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable without regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant)).
