Certain Governmental Consents. At the Closing, Seller shall execute and deliver to Buyer such assignments of Federal and State leases as require consent to assignment, on the forms required by the governmental agency having jurisdiction thereof. Seller and Buyer will use reasonable efforts after Closing to obtain approval of such assignments.
Certain Governmental Consents. Seller and Buyer will use its respective commercially reasonable efforts before and after Closing, as appropriate, to obtain all approvals and consents from the United States Department of Interior and the applicable state or Indian agencies or authorities that may be required under the terms of (or regulations specifically applicable to) any federal, state or Indian leases in connection with the assignment of the Subject Interests therein from Seller to Buyer. Following the Closing, until such approvals and consents are obtained, Seller shall continue to hold legal title to such Subject Interests as nominee for Buyer. Seller shall not be obligated or authorized to incur any costs or expenses in Seller’s capacity as nominee. For purposes of Article XIII, Seller and Buyer shall treat and deal with such Subject Interests as if full legal and equitable title to such Subject Interests had passed from Seller to Buyer at Closing.
Certain Governmental Consents. As of the date hereof, to the Knowledge of Purchaser, there is no reason to believe that any Person, judicial authority, or Governmental Authority whose authorization, consent, or approval of the transactions contemplated by this Agreement or any other Transaction Document to which it or any of its Affiliates is party is required to be obtained will not give such authorization, approval, or consent based solely on facts and circumstances relating to Purchaser, any of its Affiliates or the past operations of Purchaser or any Affiliate of Purchaser.
Certain Governmental Consents. 29 8.4 Third Party Consents........................................................... 30 8.5 Public Announcements........................................................... 30
Certain Governmental Consents. Within two (2) Business Days following the date hereof, Sellers and Purchaser shall each make their initial filing (and shall thereafter make any required filings (including responses to requests for additional information)) with the FTC and the DOJ pursuant to the H-S-R Act and any other Governmental Authority with respect to which a waiting period must terminate, or whose acquiescence or consent is necessary, in order for the transactions contemplated by this Agreement to be consummated. The parties shall use reasonable best efforts to demonstrate that such transactions should not be opposed by the FTC, the DOJ or other such Governmental Authority, and Purchaser and Sellers shall use reasonable best efforts to eliminate as promptly as practicable any objection that the FTC, DOJ or other such Governmental Authority may have to the transactions contemplated hereby provided that neither party shall be required to make any sale of a business unit, including any material portion or product line of the Business, as a result of such reasonable best efforts. Purchaser and Sellers shall oppose any adversarial proceedings under antitrust, competition or trade regulation laws seeking to block the transactions contemplated by this Agreement (including, without limitation, defending through litigation on the merits any claim asserted in any court by any Person) and shall use reasonable best efforts to have vacated or terminated any order, stay, judgment or decree that would restrain, prevent or delay the Closing. No such proceeding or litigation shall be settled or terminated unilaterally without the written consent of both Honeywell and Purchaser, if the effect of such settlement or termination would be a failure to satisfy the conditions set forth in Sections 9.5 and 10.5, or Sections 9.1 and 10.1. Any actions taken by Sellers or Purchaser to comply with their respective obligations under this Section 8.3 shall be deemed not to have or be reasonably expected not to have a Material Adverse Effect.
Certain Governmental Consents. At the Closing, Seller shall execute and deliver to Buyer such assignments of State Leases which require consent to assignment. Seller and Buyer will use all reasonable efforts after Closing to obtain approval of such assignments. Until such approvals are obtained, Seller shall continue to hold record title to such leases, to the extent Seller is currently record title holder, as nominee for Buyer, during which time (i) Buyer shall indemnify and hold Seller harmless from any and all Losses relating to such leases, except for liabilities for which Seller is otherwise responsible hereunder and (ii) Seller shall act as Buyer's nominee but shall be authorized to act only upon and in accordance with Buyer's specific written instructions and Seller shall have no authority, responsibility or discretion to perform any tasks or functions with respect to such leases other than those that are purely administrative or ministerial in nature, unless otherwise specifically authorized by Buyer in writing.
Certain Governmental Consents. Seller and Buyer will use their commercially reasonable efforts after Closing to obtain all approvals and consents from the Governmental Authorities that may be required under the terms of (or regulations specifically applicable to) any state leases in connection with the assignment of the Subject Interests therein from Seller to Buyer. To the extent applicable Law prevents complete legal and equitable title to such Subject Interests from being conveyed from Seller to Buyer until such approvals and consents are obtained, Seller shall continue to hold bare legal title to such Subject Interests as nominee for Buyer. As nominee, Seller shall not be authorized to take and shall not take any action with respect to such Subject Interests except to the extent expressly authorized and directed in writing by Buyer. Seller shall not be obligated to incur any expenses in Seller’s capacity as nominee. For purposes of Article IX, Seller and Buyer shall treat and deal with such Subject Interests as if full legal and equitable title to such Subject Interests had passed from Seller to Buyer at Closing; provided that, Buyer shall not be obligated to indemnify or hold harmless Seller for any unauthorized action taken by Seller as nominee of such Subject Interests.
Certain Governmental Consents. All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any Governmental Entity, which the failure to obtain, make or occur would have the effect of making the Merger or any of the transactions contemplated hereby or by any of the agreements delivered in connection herewith a violation of law by Parent, Sub or the Company shall have been obtained, shall have been made or shall have occurred.
Certain Governmental Consents. Seller and Buyers will use their commercially reasonable efforts after Closing to obtain all approvals and consents from, and make all filings with, all applicable Governmental Authorities that may be required under the terms of (or regulations specifically applicable to) any Leases or Surface Agreements in connection with the assignment of such Leases or Surface Agreements from Seller to Buyers. Until such approvals and consents are obtained, Seller shall continue to hold legal title to such Leases or Surface Agreements as nominee for Buyers. Seller shall not be obligated to incur any expenses in Seller’s capacity as nominee. For purposes of Article 14, Seller and Buyers shall treat and deal with affected Assets as if full legal and equitable title to such Leases or Surface Agreements had passed from Seller to Buyers at Closing.
Certain Governmental Consents. The Sellers and the Buyer will use their reasonable best efforts after the applicable Closing Date to obtain all approvals and consents from, and make all filings with, the United States Department of Interior, Minerals Management Service and other applicable Governmental Authorities that may be required under the terms of (or regulations specifically applicable to) any leases in connection with the assignment of the Acquired Assets therein from the Sellers to the Buyer. Until such approvals and consents are obtained, the respective Sellers shall continue to hold legal title to such Acquired Assets as nominee for the Buyer. No Seller shall be obligated to incur any expenses in such Seller's capacity as nominee. The Sellers and the Buyer shall treat and deal with such Acquired Assets as if full legal and equitable title to such Acquired Assets had passed from the Sellers to the Buyer at such Closing.
