Certain Filings; Consents. Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the Contemplated Transactions and (ii) subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings; Consents. The Parties shall cooperate with each other (a) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained in respect of any Contracts, licenses or permits in connection with the consummation of the Contemplated Transactions and (b) subject to the terms and conditions of this Agreement, in taking any such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings; Consents. Seller and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with or Consent of, any Governmental Authority is required, or any actions or Consents are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by the Transaction Documents and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking to obtain any such actions or Consents in a timely manner. Seller shall pay any commercially reasonable amounts required in order to obtain such actions or Consents; provided that the filing fees required pursuant to the HSR Act or other Competition Laws will be borne by the party required to pay such fees under Applicable Laws.
Certain Filings; Consents. Parent and Buyer shall cooperate with one another and use their respective commercially reasonable best efforts (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the Contemplated Transactions and (ii) subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings; Consents. Lockheed Xxxxxx, Newco and the Purchasers shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the Contemplated Transactions and (ii) subject to the terms and conditions of this Agreement, in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.
Certain Filings; Consents. (a) During the period from the date hereof to the Closing, the Sellers, Parent and Purchaser shall use their Best Reasonable Efforts to assist in obtaining the approval of the FCC for the assignment of the FCC Authorizations listed on Schedule 3.15 to Purchaser or its designated Affiliate and any other action or transaction contemplated by this Agreement for which such approval is required and, specifically and without limitation, Sellers shall prepare, sign and file with the FCC the assignor’s and licensee’s portions of the assignment applications. Within five (5) Business Days after the execution of this Agreement, the Sellers shall deliver to Purchaser their respective portions of the assignment application (“Sellers’ FCC Application”) and Purchaser shall make such filings as promptly as practicable. During the period from the date hereof to the Closing, Purchaser and the Sellers shall diligently comply with any request from the FCC for additional information, documents, or other materials. During the period from the date hereof to the Closing, Purchaser and the Sellers shall diligently take, or cooperate in the taking of, all steps that are necessary, proper or desirable to expedite the prosecution of the assignment applications to a favorable conclusion. During the period from the date hereof to the Closing, if any administrative or judicial action or proceeding is initiated (or threatened to be initiated) challenging the transactions contemplated hereby as violative of Law, Purchaser and the Sellers shall contest and resist any such action, and use their Best Reasonable Efforts to have vacated, lifted, reversed or overturned any decree, judgment, injunction, ruling, decision, finding or other order (whether temporary, preliminary or permanent) until such time as a final, non-appealable order has been entered. During the period from the date hereof to the Closing, the Sellers shall cooperate in good faith with Purchaser in Purchaser’s efforts to contest such action or proceeding referenced in the preceding sentence.
Certain Filings; Consents. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, Sellers and Buyer shall (i) cooperate with each other (A) in determining whether any action, consent, approval or waiver of, or registration, filing or application with, or giving of any notice to, any Governmental Authority or other Person (whether a party to a Material Contract or otherwise), in addition to those set forth in Section 3.03 of the Disclosure Letter and Section 4.03 of the Buyer Disclosure Letter, is necessary or advisable in connection with the consummation of the Contemplated Transactions; and (B) in obtaining any action, consent, approval or waiver, or making a registration, filing or application with, or giving any notice to, any Person identified pursuant to clause (A) of this sentence or Section 5.11 or set forth in Section 3.03 of the Disclosure Letter or Section 4.03 of the Buyer Disclosure Letter; and (ii) seek to use their respective reasonable best efforts to obtain, make or give any of the foregoing on a timely basis.
Certain Filings; Consents. Sellers and Buyer shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with or Consent of, any Governmental Authority is required, or any actions or Consents are required to be obtained from parties to any Material Contracts, in connection with the consummation of the transactions contemplated by the Transaction Documents and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking to obtain any such actions or Consents in a timely manner. Sellers shall pay all commercially reasonable amounts required in order to obtain such actions or Consents up to an aggregate maximum of $100,000; provided that the filing fees required pursuant to the HSR Act or other Competition Laws will be borne by the Party required to pay such fees under Applicable Laws.
Certain Filings; Consents. (a) During the Pre-Closing Period, Sellers and Buyer shall (i) cooperate with each other (A) in determining whether any action, consent, approval, or waiver of, or registration, filing, or application with, or giving of any notice to, any Governmental Authority or other Person (whether a party to a Material Contract or otherwise), in addition to those set forth in Section 5.07 of the Seller Disclosure Schedules, is necessary or advisable in connection with the consummation of the Contemplated Transactions; and (B) in obtaining any action, consent, approval, or waiver, or making a registration, filing, or application with, or giving any notice to, any Person identified pursuant to clause (A) of this sentence or Section 5.07(c) or set forth in Section 5.07 of the Seller Disclosure Schedules; and (ii) seek to use their respective commercially reasonable efforts to obtain, make, or give any of the foregoing on a timely basis. Without limiting the foregoing or the provisions so Section 2.15, Sellers shall use their best efforts to obtain the consent to the assignment of the contract identified on Section 5.07 of the Seller Disclosure Schedules as expeditiously as reasonably possible after the date of this Agreement (but without having to pay money, incur liability or renegotiate the terms of such contract). If Sellers are unable to obtain such consent within thirty (30) days after the date of this Agreement, Sellers and Buyer shall in good faith begin to explore alternatives for Sellers to obtain the raw material supplies under such contract for the benefit of Buyer at a purchase price equal to Sellers’ cost. 77
Certain Filings; Consents. New Daleco and Old Daleco shall cooperate with one another (i) in promptly determining whether any filings are required to be made or any consents, approvals, permits or authorizations are required to be obtained under any federal, state or foreign law or regulation or any consents, approvals or waivers are required to be obtained from parties to loan agreements or other contracts material to New Daleco's or Old Daleco's business in connection with the consummation of the transaction contemplated by this Agreement, and (ii) in promptly making any such filings, furnishing information required in connection wherewith and seeking timely to obtain any such consents, permits, authorizations, approvals or waivers.
