Without limiting the generality of Section 8. 16 [Concession Highway Encumbrances] or any of the Concessionaire’s other obligations under this Agreement, the Concessionaire will use all reasonable efforts to conduct the Undertakings in such a way as not to cause any liens to be registered against or exist on the Project Facilities, the Existing Highway, the Site, the Adjacent Areas and the Graving Dock Site or any part thereof, and if any such liens are registered, the Concessionaire will post security in favour of the Province in an amount and in a form and on conditions satisfactory to the Province to ensure that such lien or liens are discharged within 30 days of written notice from the Province to do so. If the Concessionaire fails to so vacate or remove a lien, the Province or BCTFA may, but without any obligation to do so, vacate or remove the lien by paying money into a court of competent jurisdiction or posting security with the court. The Concessionaire will, on demand, reimburse the Province or BCTFA (as the case may be) all amounts so paid or attributable to or drawn under the security so posted together with all related costs (including legal costs) and expenses.
Without limiting the generality of Section 8. 16 [Concession Highway Encumbrances] or any of the Concessionaire’s other obligations under this Agreement, the Concessionaire will cause all liens affecting the Project Facilities, the Site and the Adjacent Areas or any part thereof arising out of the conduct of the Operations by the Concessionaire or any of its contractors or subcontractors of any tier to be vacated and, if registered, to be removed within 15 days (or such longer period as may reasonably be required in the circumstances provided the Concessionaire is proceeding with all due diligence to vacate or remove the same) following the date on which the Concessionaire becomes aware of such lien. If the Concessionaire fails to so vacate or remove a lien, the Province or BCTFA may, but without any obligation to do so, vacate or remove the lien by paying money into a Court of competent jurisdiction or posting security with the Court. The Concessionaire will, on demand, reimburse the Province or BCTFA (as the case may be) all amounts so paid or attributable to or drawn under the security so posted together with all related costs (including legal costs) and expenses.
Without limiting the generality of Section 8. 1(a), from the date hereof and continuing until the earlier of the Closing or the termination of this Agreement in accordance with Article 10, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall not, and shall cause the Company not to, with respect to the Company:
Without limiting the generality of Section 8. 1(a), each party hereto (other than the Shareholders’ Representative) agrees to, and shall cause its respective Affiliates to, make as promptly as practicable any filings or notifications required to be made by it under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Authority any additional information and documentary material that may be requested by such Authority pursuant to the applicable antitrust, competition, or trade regulation Law.
Without limiting the generality of Section 8. 4(a) and except as contemplated by the terms of this Agreement or any Ancillary Document, or as required by applicable Law, during the Interim Period, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), Pubco shall not:
Without limiting the generality of Section 8. 01(a), each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any consents of any Governmental Authorities or other Persons necessary to consummate the Transactions and the transactions contemplated by the Transaction Agreements. Each Party shall (i) make any appropriate filings pursuant to the HSR Act with respect to the Transactions promptly (and in any event within ten (10) Business Days) following the date of this Agreement and (ii) respond as promptly as reasonably practicable to any requests by any Governmental Authority for additional information and documentary material that may be requested pursuant to the HSR Act. Acquiror shall promptly inform the Company of any communication between any Acquiror Party, on the one hand, and any Governmental Authority, on the other hand, and the Company shall promptly inform Acquiror of any communication between the Company, on the one hand, and any Governmental Authority, on the other hand, in either case, regarding any of the Transactions or any Transaction Agreement. Without limiting the foregoing, each Party and their respective Affiliates shall not extend any waiting period, review period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority not to consummate the Transactions or by the other Transaction Agreements, except with the prior written consent of Acquiror and the Company. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 8.01 or any other provision of this Agreement obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities or assets of the Company of its Subsidiaries or any entity or asset of such Party or any of its Affiliates or any other Person or (ii) terminate, amend or assign any existing relationships and contractual rights or obligations. No Party shall agree to any of the measures in the foregoing sentence with respect to any other Party or any of its Affiliates, except with Acquiror’s and the Company’s prior written consent. During the Interim Period, the Acquiror Parties, on the one hand, and the Company, on the other hand, without waiving attorney-client, work product or any other applicable privilege, shall give counsel for the Company (in the case of any Acquiror Party) or Acquiror (in the case of the Company), a reasonable opportunity t...
