Xxxx-Xxxxx-Xxxxxx Filing. All of the assets owned by or in which the Company or any of its Affiliates have an interest are hotels or motels, related improvements such as golf, swimming, tennis, restaurant, health club or parking facilities (but excluding ski facilities), and assets incidental to the ownership and operation of hotels or motels (e.g., prepaid taxes or insurance, management contracts and licenses to use trademarks associated with the hotel or motel being acquired), as contemplated by the regulations promulgated under the Xxxx Xxxxx Xxxxxx Act, except that the Company and its Affiliates each may own other assets but the aggregate value thereof is less than $50,000,000.
Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable:
(a) Purchaser and Seller agree to file, and to cause any other person obligated to do so as a result of its shareholdings in Seller, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission a Notification and Report Form in accordance with the notification requirements of the HSR Act and to use its and their best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein.
(b) Nothing herein shall be construed as requiring Seller to (i) sell or otherwise dispose of any of the Seller Assets which are the subject of this Agreement or the Other Agreements which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary" (as defined in Rule 1-02 of Regulation S-X of the rules and regulations of the Commission), (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Seller or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Seller or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.
(c) Nothing herein shall be construed as requiring Purchaser to (i) sell or otherwise dispose of any of its assets which either alone or in the aggregate, with all such other sales or dispositions, would constitute the sale or disposition of a "significant subsidiary," (ii) take any action, the consummation of which cannot be conditioned on the consummation of the transactions contemplated by this Agreement, where such action would have a material adverse effect on Purchase or (iii) take any action which either would have a material adverse effect on the operations, business or financial condition of Purchaser or would materially impair the value of the transaction contemplated herein to Seller or Purchaser.
Xxxx-Xxxxx-Xxxxxx Filing. If and to the extent applicable, Parent and INT'X.xxx agree to file, and to cause any other Person obligated to do so as a result of such person's stock holdings in Parent or INT'X.xxx, a Notification and Report Form in accordance with the notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (collectively, the "HSR ACT") with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission and to use its and their reasonable best efforts to achieve the prompt termination or expiration of the waiting period or any extension thereof provided for under the HSR Act as a prerequisite to the consummation of the transactions provided for herein.
Xxxx-Xxxxx-Xxxxxx Filing. In the event consummation of the transactions contemplated hereunder requires Purchaser and Seller to file with the United States Department of Justice ("DOJ") and Federal Trade Commission ("FTC") all notifications and reports required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the parties hereto each agrees to supply to the other upon request all information needed to complete such notifications and reports and to proceed as expeditiously as possible (but in no event later than thirty (30) business days after the date hereof) to make the filing. Each party shall promptly apprise the other of the status of any inquiries made by the DOJ, FTC or any other governmental agency with respect to this Agreement or the transactions contemplated herein. All filing fees payable to the DOJ and the FTC with respect to such notifications and reports shall be paid by Purchaser.
Xxxx-Xxxxx-Xxxxxx Filing. The Company, the Partnership and the Investor shall use their respective commercially reasonable efforts to (a) comply with the requirements of the HSR Act, to the extent applicable to the transactions contemplated by this Agreement, and (b) make their required filings thereunder as promptly as reasonably practicable (but in no event later than twenty (20) Business Days following the date hereof). Each party hereto agrees to use its commercially reasonable efforts to satisfy any requests for additional information imposed under the HSR Act in connection with the transactions contemplated hereby as soon as practicable and, if requested by any party, to request early termination of any applicable waiting period.
Xxxx-Xxxxx-Xxxxxx Filing. As promptly as practicable after the date of this Agreement (but in no event later than ten (10) days after the date of this Agreement), Seller shall prepare and file all documents and notifications with the Federal Trade Commission and the United States Department of Justice as are required to comply with the HSR Act, requesting early termination of the waiting period thereunder. Seller will furnish promptly all materials thereafter requested by any Regulatory Authority having jurisdiction over such filings. Seller will cooperate with Buyer in the preparation of all such filings and responses.
Xxxx-Xxxxx-Xxxxxx Filing. The Company may lend to ------------------------ the Class A Holders the amounts necessary (the "Loans") to pay filing fees for any filings required to be made by the Class A Holders under the HSR Act in connection with the transactions contemplated hereby and by the Stockholders Agreements. The Company will require repayment of each Loan in full on the earlier of (a) the third anniversary of the date the Loan was made, or (b) the date the applicable Loan recipient effects his first sale of Parent Common Stock following the Merger. Such amounts may be advanced only as a Loan; the Company shall not pay or reimburse any Class A Holder the amount of such filing fees, or any part thereof, as bonus, salary or other business expense.
Xxxx-Xxxxx-Xxxxxx Filing. If required pursuant to the Xxxx-Xxxxx-Xxxxxx Act, as promptly as practicable after the date of this Agreement, Parent and Chaparral shall each prepare and file the notifications required of them thereunder in connection with the transactions contemplated by this Agreement and shall promptly and in good faith respond to all information requested of them by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Authorities. Parent and Chaparral shall (a) promptly inform the other of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Authority regarding the transactions contemplated by this Agreement, (b) give the other prompt notice of the commencement of any action, suit, litigation, arbitration, proceeding or investigation by or before any Governmental Authority with respect to such transactions and (c) keep the other reasonably informed as to the status of any such action, suit, litigation, arbitration, proceeding or investigation. Parent and Chaparral shall split equally all filing fees relating to such filing.
Xxxx-Xxxxx-Xxxxxx Filing. HEPIPHARM and HEPI agree to cooperate and to share in the costs of the determination of whether to file, and if so determined, the preparation, filing and completion of any Xxxx-Xxxxx Xxxxxx, European Commission and/or other filing that in HEPI’s reasonable opinion should be effected in connection with this Agreement.
Xxxx-Xxxxx-Xxxxxx Filing. Within fifteen (15) days of the Execution Date, Seller and Purchaser shall prepare and file the Premerger Notification Form and any other filings as may be required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended, and Seller and Purchaser shall split equally the cost thereof.
