Consents and Filings; Further Assurances. (a) The Buyer and the Sellers shall use commercially reasonable efforts to take, or cause to be taken, such actions as are necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, (ii) promptly make all necessary filings with respect to this Agreement required under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoing.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer Company, the Seller and the Sellers Buyer shall use all commercially reasonable efforts and cooperate with each other to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsRequired Approvals, (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this AgreementAncillary Agreements. In furtherance and not in limitation of the foregoing, following the Closing, (A) Company and the Seller shall permit the Buyer shall manage reasonably to participate in the defense and settlement of any investigation Action relating to this Agreement or litigation the transactions contemplated hereby, and the Company and the Seller shall not settle or compromise any such Action without the Buyer’s written consent. To the extent permitted by Law, and subject to all applicable privileges (including the attorney client privilege), each of the parties hereto shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any Governmental Authorities arising from analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or otherwise related submitted by or on behalf of any party hereto in connection with any filings or submissions relating to the consummation of the transactions contemplated by this Agreement, (B) to Agreement and the extent reasonably practicable, Ancillary Agreements. Each of the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers parties hereto shall promptly consult with file any antitrust notification in any jurisdiction if required or recommended by any applicable Antitrust Law, as determined by the Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingits reasonable judgment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Applied Micro Circuits Corp)
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers parties shall use its commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to to, jointly or individually, as may be required (i) obtain all consents, approvals, authorizations, opinions, qualifications, orders and clearance, without limitation, of COFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), the Concessions, the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico), the Ley de Inversión Extranjera (the Foreign Investment Law of Mexico), and any other administrative Law in Mexico or any other applicable Law as are necessary for the consummation of the transactions contemplated by this Agreement, (ii) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, (iiiii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. The Company, on the one hand, and (iii) have vacatedthe Buyers, liftedon the other hand, reversed or overturned shall split the costs of all filing fees and other charges for filing under applicable Laws by all parties, other than any orderfees, decree, ruling, judgment, injunction charges or other action costs associated with the addition of parties to the Company TAAs as provided in Section 6.11(c). Notwithstanding the foregoing, nothing in this Agreement will require the Buyers or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest or hold separate (whether temporarybefore or after the Closing) any assets of the Buyers, preliminary the Company or permanentits Subsidiaries, or any of their respective Affiliates, (B) that is then in effect and that enjoinslitigate, restrains, conditions, makes illegal pursue or otherwise restricts or prohibits the consummation defend any Action challenging any of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense as a violation of any investigation antitrust or litigation with any Governmental Authorities arising from competition Laws or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) take any other action that would, individually or in the Sellers shall promptly consult aggregate, materially adversely affect either of the Buyers or any of their Affiliates. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its representatives in response providing all information and documents attributable to receipt of any commentsthe Sellers, questions the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws to submit requests for documents or information from any Governmental Authority regarding the Transactions consents, approvals, authorizations, opinions, qualifications, orders and shall share any responsive documentation or correspondence with Buyer prior clearances required pursuant to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingapplicable Laws.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers Parties shall use commercially all reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements and to confirm Buyer’ ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) the filing and prosecution of the Sale Motion and any other pleadings before the Bankruptcy Court as contemplated in this Agreement and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable efforts to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, Ancillary Agreements and the Buyer’s ownership and operation of the Transferred Assets and the Business immediately following the Closing; (ii) promptly make (and in no event later than fifteen (15) Business Days after the date here) deliver all necessary notices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law, and ; (iii) have vacatedcomply at the earliest practicable date with any request under applicable Law for additional information, lifted, reversed or overturned any order, decree, ruling, judgment, injunction documents or other action (whether temporarymaterials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, preliminary the Antitrust Division of the United States Department of Justice in respect of such notices or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal filings or otherwise restricts or prohibits the consummation of the transactions contemplated by with respect to this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by this Agreement. In furtherance applicable Law, providing copies of all such documents to the non-filing parties prior to filing and not considering in limitation of the foregoinggood faith all reasonable additions, following the Closing, (Adeletions or changes suggested in connection therewith) the Buyer shall manage the defense of and in connection with resolving any investigation or litigation other inquiry of any of the Governmental Authority under applicable Law with respect to any Governmental Authorities arising from such filing or otherwise related with respect to the consummation of this Agreement or in connection with the transactions contemplated by this Agreement, hereby; (Bv) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority regarding not to consummate the Transactions, transactions contemplated hereby; and Sellers shall cooperate fully with Buyer with respect thereto, (Cvi) the Sellers shall promptly consult with Buyer in response to receipt defend and resolve any investigation or other inquiry of any comments, questions or requests for documents or information from any Governmental Authority regarding under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall pay all filing fees and other charges for the Transactions and shall share any responsive documentation filing under the HSR Act or correspondence with Buyer prior to providing any such materials to other Antitrust Law by the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingParties.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Consents and Filings; Further Assurances. (a) The Buyer Company, the Sellers and the Sellers Buyer shall use all commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this AgreementAncillary Agreements. In furtherance and not in limitation of the foregoing, following the ClosingCompany and the Sellers shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Company and the Sellers shall not settle or compromise any such Action without the Buyer’s written consent. Notwithstanding anything herein to the contrary, the Buyer shall not be required by this Section to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the Buyer shall manage the defense divestiture of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation assets of the transactions contemplated by this Agreement, (B) to the extent reasonably practicableBuyer, the Sellers shall include the Buyer’s designated representatives Company or any of their respective Affiliates, Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in all discussions, telephone calls, meetings places marked “[* * *]” and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection has been filed separately with the foregoingSecurities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Micro Circuits Corp)
Consents and Filings; Further Assurances. (a) The Buyer Each of the Company and the Sellers shall use commercially Acquiror agrees to use, and will cause their respective Affiliates to use, reasonable best efforts to take, or cause to be taken, such actions as are necessary, proper or advisable to consummate and make effective effective, in the transactions contemplated most expeditious manner practicable, the Merger and the other Transactions, and to satisfy all of the conditions set forth in ARTICLE VI, including as promptly as practicable following the date of this Agreement (i) negotiating, preparing and filing all forms, registrations and notices and executing all agreements and documents required by applicable Law or order in connection with the execution, delivery, and performance of this Agreement and the Transaction Documents as promptly as practicableAncillary Agreements and the consummation of the Transactions and (ii) obtaining all consents, including to (i) obtain from approvals or waivers of all Governmental Authorities and other Persons all consentsthird parties required by applicable Law or order in connection with the execution, approvalsdelivery, authorizations, qualifications and orders as are necessary for performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated by Transactions. If any Governmental Authority threatens to institute or institutes any Action under any antitrust Law that challenges or affects this Agreement, or seeks to prohibit or enjoin the Transactions (an “Antitrust Action”), the Parties shall exercise their reasonable best efforts to (x) defend or oppose such Antitrust Action, and (y) seek to have lifted or rescinded any injunction or restraining order issued in connection with such Antitrust Action which prohibits or enjoins or otherwise adversely affects the ability of the Parties to consummate the Transactions, in each case until this Agreement is terminated pursuant to ARTICLE VII. Each of the Company and Acquiror will, and will cause their respective Affiliates to, consult and cooperate with each other as to the appropriate timing of all such filings and notifications, furnish (subject to applicable Laws and the Transaction Documentspreservation of any applicable attorney-client privilege) to each other such necessary information and reasonable assistance as may be requested in connection with the preparation of such filings and notifications, (ii) and respond promptly make all necessary filings with respect to any requests for additional information made in connection therewith by any Governmental Authority. Each of the Company and Acquiror may, if it reasonably deems it necessary, designate any competitively sensitive material provided to the other Party pursuant to this Agreement required Section 5.10 as “outside counsel only”. Such materials and information contained therein shall be given only to the outside legal counsel of the recipient Party and will not be disclosed by such outside counsel to Representatives of the recipient Party, unless express written permission is obtained in advance from the Party that is the source of such materials. To the extent permitted under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation each of the transactions contemplated Company and Acquiror will have the right to review in advance all applications, notices, petitions, and filings made or furnished by this Agreement and the Transaction Documents. Each other Party or any of the parties acknowledge and agrees that no filing under the HSR Act will be made its Affiliates in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoing.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers parties shall use its commercially reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law to fulfill and perform its respective obligations in respect of this Agreement to cause the conditions to its respective obligations set forth in Article VIII to be fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Agreement. Each party shall, as promptly as practicable, including to . (i) make, or cause to be made, all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law and (ii) use reasonable best efforts to obtain, or cause to be obtained (x) all consents, approvals, authorizations, opinions, qualifications, orders and clearance of Governmental Authorities that are set forth on Schedule 3.3(b), Schedule 4.1(d), Schedule 4.2(d), Schedule 5.3(b) or Schedule 6.4(b) and (y) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsAgreement; provided that (A) no Seller nor any of its Affiliates shall give any undertakings, (ii) promptly make all necessary filings with respect to this Agreement required under applicable Lawany commitments or enter into any agreements that would be binding upon Buyer or any of its Affiliates, and (iii) have vacatedincluding, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following after the Closing, the Company, without the prior written consent of Buyer and (AB) neither Buyer nor any of its Affiliates shall be required to take any action that involves divestiture of an existing business of Buyer or any of its Affiliates, including, after the Buyer shall manage Closing, the defense of any investigation Company, that involves unreasonable expense or litigation with any Governmental Authorities arising that could reasonably be expected to impair the overall benefit expected to be realized from or otherwise related to the consummation of the transactions contemplated by this Agreement, . Buyer shall bear the costs of all filing fees and other charges for filing under applicable Laws by all parties. The Company hereby agrees (Band agrees to cause its Subsidiaries and their Representatives) to cooperate with Buyer and its Representatives in providing all information and documents attributable to the extent reasonably practicableSellers, the Sellers shall include Company or the BuyerCompany’s designated representatives in all discussions, telephone calls, meetings Subsidiaries or relating to the business that are required under applicable Laws and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or submit requests for documents or information from any Governmental Authority regarding the Transactions consents, approvals, authorizations, opinions, qualifications, orders and shall share any responsive documentation or correspondence with Buyer prior clearances required pursuant to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingapplicable Laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Satelites Mexicanos Sa De Cv)
Consents and Filings; Further Assurances. (a) The Buyer Seller and the Sellers Buyer shall use commercially reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable. In furtherance of and without limiting the foregoing, including the Buyer and the Seller shall each, on or prior to (i) obtain from Governmental Authorities July 22, 2016, make or cause to be made all filings and submissions required of it under the HSR Act or any other Persons all consents, approvals, authorizations, qualifications and orders as are necessary applicable Law for the consummation of the transactions contemplated by this Agreement herein. The Buyer and the Transaction DocumentsSeller shall each promptly comply with any additional requests for information, (ii) including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Authority. In addition, the Buyer and the Seller shall each cooperate in good faith with the Governmental Authorities and undertake promptly any and all action required, subject to Section 5.7(e), to consummate and make all necessary filings with respect to this Agreement required under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of effective the transactions contemplated by this Agreement as promptly as practicable. The Buyer shall diligently assist and cooperate with the Company and the Transaction Documents. Each of Seller in preparing and filing all documents required to be submitted by the parties acknowledge and agrees that no filing under Seller, the HSR Act will be made Company or its Affiliates to any Governmental Authorities in connection with the transactions contemplated by this Agreement. In furtherance hereby and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from obtaining any Governmental Authority regarding or third party consents, waivers, authorizations or approvals which may be required to be obtained by Seller or the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer Company in connection with the foregoingtransactions contemplated hereby (which assistance and cooperation shall include timely furnishing to the Company or Seller all information concerning Buyer and/or its Affiliates that counsel to the Company and/or Seller reasonably determine is required to be included in such documents or would be helpful in obtaining such required consent, waiver, authorization or approval). Each party will keep the other apprised of the status of all filings and submissions referred to in this Section 5.7, including promptly furnishing the other party with copies of any material notices or other communications received in connection therewith (such copies may be deemed “outside counsel only” material as reasonably necessary). Neither party will permit any of its respective officers, employees or other representatives or agents to participate in any meeting with any Governmental Authority in respect of such filings and submissions unless it consults with the other party in advance. The Seller shall permit the Buyer reasonably to participate in the defense and settlement of any Action relating to this Agreement or the transactions contemplated hereby, and the Seller shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent; provided that such opportunities to participate in the defense and settlement of any such Action may be limited to the each party’s outside counsel only as reasonably necessary. Buyer shall be responsible for all filing fees under the HSR Act, and the Buyer and the Seller shall cause the filings under the HSR Act to be considered for grant of “early termination.”
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Matson, Inc.)
Consents and Filings; Further Assurances. (a) The Buyer Seller and the Sellers Buyer shall use all commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Transactions as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement Transactions (including, without limitation, all third party consents and estoppel certificates listed in Section 6.1(c) of the Transaction DocumentsDisclosure Schedule), and (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other Applicable Law. In the event a filing is required under the HSR Act with respect to the Transactions, the parties agree to each pay one-half of the applicable HSR Act filing fee. If any objections are asserted with respect to the Transactions under any Applicable Law or if any suit is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any Applicable Law, the parties shall use their commercially reasonable efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Applicable Law so as to permit consummation of the Transactions. Nothing in this Section 4.10 shall require any of the Company, the Buyer or their respective Affiliates to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of the Company, the Buyer or their respective Affiliates or conduct of their business in a specified manner, as a condition to obtaining any approval from a Governmental Authority under any Applicable Law or any other Person or for any other reason. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.10 shall limit a party's rights to terminate this Agreement pursuant to Section 8.1 of this Agreement. Each party to this Agreement shall (i) promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and the Ancillary Agreements, (ii) permit the other parties to review any proposed communication by such party to any Governmental Authority, and (iii) have vacatedconsult with the other parties in advance of any meeting with any Governmental Authority in respect of any filings, lifted, reversed or overturned any order, decree, ruling, judgment, injunction investigation or other action (whether temporaryinquiry. Subject to the Confidentiality Agreement, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the Transaction Documents. Each other parties may reasonably request in connection with the foregoing and in seeking early termination of the parties acknowledge and agrees that no filing any applicable waiting periods, including under the HSR Act and under any other applicable merger control laws. Subject to the Confidentiality Agreement, the parties to this Agreement will be made in connection provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the transactions contemplated by one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement, the Ancillary Agreements and the Transactions. In furtherance Subject to the terms and not in limitation conditions of this Agreement, the foregoingBuyer and the Seller will use their commercially reasonable efforts to take, following or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the Transactions. The Seller and the Buyer agree, and the Seller, prior to the Closing, (A) and the Buyer, after the Closing, agree to cause the Company to execute and deliver such other documents, certificates, agreements and other writings, to take such other actions and to obtain such consents and approvals as may be necessary or desirable in order to consummate or implement expeditiously the Transactions. All costs and expenses incurred by the Buyer and the Seller pursuant to this Section 4.10(e) shall manage be paid for by the defense of any investigation or litigation parties in accordance with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingSection 10.1.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer Each of the Parties shall take, in accordance with the covenants set forth in Sections 3 and 4 of the Sellers shall use commercially reasonable efforts to takeRestructuring Support Agreement, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements and to confirm Buyers’ ownership of the Specified Equity Interests and the Transferred Assets as promptly as practicable, including to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for the filing of the Chapter 11 Plan and any other pleadings before the Bankruptcy Court as contemplated in this Agreement, nothing in this Agreement or any Ancillary Agreement shall require any of the Parties or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Specified Equity Interest or Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall take any and all actions that are necessary or advisable, and shall exercise commercially reasonable efforts to collaborate with one another prior to the Closing to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders and avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Authority or any other Person, including consenting to any divestiture or other structural or conduct relief or undertakings as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, Ancillary Agreements and the Buyers’ ownership and operation of the Transferred Assets and the Business or of the Buyers’ ownership to the Specified Equity Interests immediately following the Closing; (ii) to the extent not delivered prior to the date hereof, as soon as practicable following the date hereof deliver all necessary notices and filings (including any notification and report form and related material required under the HSR Act), the Competition Act, if required, the Indian Competition Act, 2002, to the relevant Government Authorities, and thereafter promptly make all necessary filings any other required submissions, with respect to this Agreement required under applicable Law, and ; (iii) have vacatedcomply at the earliest practicable date with any request under applicable Law for additional information, lifted, reversed or overturned any order, decree, ruling, judgment, injunction documents or other action (whether temporarymaterials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, preliminary the Antitrust Division of the United States Department of Justice in respect of such notices or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal filings or otherwise restricts or prohibits the consummation of the transactions contemplated by with respect to this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by this Agreement. In furtherance applicable Law, providing copies of all such documents to the non-filing parties prior to filing and not considering in limitation of the foregoinggood faith all reasonable additions, following the Closing, (Adeletions or changes suggested in connection therewith) the Buyer shall manage the defense of and in connection with resolving any investigation or litigation other inquiry of any of the Governmental Authority under applicable Law with respect to any Governmental Authorities arising from such filing or otherwise related with respect to the consummation of this Agreement or in connection with the transactions contemplated by this Agreement, hereby; (Bv) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority regarding not to consummate the Transactions, transactions contemplated hereby; and Sellers shall cooperate fully with Buyer with respect thereto, (Cvi) the Sellers shall promptly consult with Buyer in response to receipt defend and resolve any investigation or other inquiry of any comments, questions or requests for documents or information from any Governmental Authority regarding under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law; provided, that in the Transactions case of the preceding clauses (i) through (vi) of this Section 5.5(a), the Buyers shall not be obligated to consent to any divestiture or other structural or conduct relief or undertakings that would, individually or in the aggregate, have a Material Adverse Effect. The Endo Companies shall pay all filing fees and shall share any responsive documentation other charges for the filing under the HSR Act or correspondence with Buyer prior to providing any such materials other Antitrust Law by the Parties. For the avoidance of doubt, the obligations of this Section 5.5(a) apply solely to the Governmental AuthorityEndo Companies and Buyers, and such obligations do not apply to (Dand Buyers shall not be obligated under this Section 5.5(a) Sellers to make any requests to) the Required Holders, other holders of Secured Debt, or any other party with an interest in the Buyers that is not itself a Buyer under this Agreement; provided, that, Buyers shall cause Required Holders to provide all any information reasonably requested by Buyer necessary for Buyers to comply with their obligations under this Section 5.5(a). The Buyers shall lead the process of applying for and obtaining the approval from the Competition Commission of India in connection with the foregoingtransfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and Par LLC to the Indian HoldCo and Operand, respectively, and the Endo Companies shall cooperate in good faith and provide reasonable support to the Buyers in this regard. The Buyers shall provide the Seller Parent the opportunity to review and comment on applications and all related submissions made for the approval from the Competition Commission of India in connection with the acquisition of the Indian HoldCo, and such comments shall be reasonably considered by the Buyers. Notwithstanding anything to the contrary in this Agreement or the Chapter 11 Plan, all submissions to be made for the approval of the Competition Commission of India that relate to information or documents in respect of the Endo Companies and/or to be executed by the Endo Companies shall be in a form agreed in writing by the Endo Companies. The Endo Companies agree that the transfer of the Specified Equity Interests in the Indian Subsidiaries by PPI and Par LLC to the Indian HoldCo and Operand, respectively, shall be completed upon receiving the acknowledgement or approval (as applicable) of the Competition Commission of India in connection with such transfer. For the avoidance of doubt, to the extent any action is required to be taken under both the Restructuring Support Agreement and this Agreement, the efforts standard set forth in the Restructuring Support Agreement shall govern.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Endo International PLC)
Consents and Filings; Further Assurances. (a) The Buyer Company, the Voting Stockholders and the Sellers ILOG Group shall use all commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements Back to Contents or otherwise to consummate and make effective the transactions Transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to including, but not limited to: (i) obtain obtaining from Governmental Authorities Bodies and other Persons all consentsConsents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions Transactions contemplated by this Agreement and the Transaction Documents, (ii) promptly make making all necessary filings filings, and thereafter making any other required submissions, with respect to this Agreement required under applicable Law, Legal Requirements and (iii) have having vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions Transactions contemplated by this Agreement and the Transaction Transactional Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the ClosingCompany and the Voting Stockholders shall permit the ILOG Group reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the Transactions contemplated hereby, and the Company and the Voting Stockholders shall not settle or compromise any such claim, suit or cause of action without the ILOG Group’s prior written consent. Notwithstanding anything herein to the contrary, the ILOG Group shall not be required by this Section to take or agree to undertake any action, including entering into any Consent decree, hold separate order or other arrangement, that would (A) require the Buyer shall manage the defense divestiture of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation assets of the transactions contemplated by this AgreementILOG Group, the Company or any of their respective Affiliates, (B) limit the ILOG Group’s freedom of action with respect to, or its ability to the extent reasonably practicableconsolidate and control, the Sellers shall include Company or any of their assets or businesses or any of the BuyerILOG Group’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, or their Affiliates’ other assets or businesses or (C) limit the Sellers shall promptly consult ILOG Group’s ability to acquire or hold, or exercise full rights of ownership with Buyer in response to receipt of any commentsrespect to, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingShares.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer Subject to the terms and conditions set forth in this Agreement, each of the Sellers parties shall use commercially reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders Orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, Ancillary Agreements and (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law. Without limiting the foregoing, (i) each of Seller and Buyer shall use its reasonable best efforts to make an appropriate filing of a complete and correct Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the “HSR Filing”) as promptly as practicable and in any event within five (5) Business Days immediately following the date hereof and any other required submissions under the HSR Act which Seller or Buyer determines should be made, in each case with respect to the transactions contemplated hereby, and, subject to Section 6.4(b), to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (ii) Seller and Buyer shall cooperate with one another (A) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers, and (iiiB) have vacatedin keeping the other party reasonably informed, liftedincluding by providing the other party with a copy of any communication received by such party from, reversed or overturned given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (“DOJ”) or any orderother Governmental Authority, decreeexcept for Item 4(c) and 4(d) documents (which shall be shared on an outside counsel-only basis) or as restricted by antitrust Law, rulingof any communication received or given in connection with any Action by a private party, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation each case regarding any of the transactions contemplated by this Agreement hereby. If any party receives any request for additional information from the FTC, the DOJ or any other Governmental Authority with respect to the HSR Filing, then such party shall, as promptly as practicable, respond, completely and correctly, to such request. Buyer and Seller shall split evenly all filing fees and other charges for the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with respect to this Agreement and the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoinghereby.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers Parties shall use commercially all reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements and to confirm Buyer' ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations, notices and filings, including all necessary waivers, consents and approvals from customers and other parties; provided that, except for (i) the filing and prosecution of the Sale Motion and any other pleadings before the Bankruptcy Court as contemplated in this Agreement and (ii) the payment of any Cure Claim Seller is expressly obligated to pay pursuant to Section 2.6, nothing in this Agreement or any Ancillary Agreement shall require any Seller or any of their respective Affiliates to make any payment or initiate any Action to obtain consent to the transfer of any Transferred Asset as contemplated by this Agreement or any Ancillary Agreement. Without limiting the generality of the previous sentence and in each case subject to this Section 5.5, the Parties shall use commercially reasonable efforts to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, Ancillary Agreements and the Buyer's ownership and operation of the Transferred Assets and the Business immediately following the Closing; (ii) promptly make (and in no event later than fifteen (15) Business Days after the date here) deliver all necessary notices and filings (including any notification and report form and related material required under the HSR Act), and thereafter make any other required submissions, with respect to this Agreement required under applicable Law, and ; (iii) have vacatedcomply at the earliest practicable date with any request under applicable Law for additional information, lifted, reversed or overturned any order, decree, ruling, judgment, injunction documents or other action (whether temporarymaterials received by each of them or any of their respective Subsidiaries from any Governmental Authority including the Federal Trade Commission, preliminary the Antitrust Division of the United States Department of Justice in respect of such notices or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal filings or otherwise restricts or prohibits the consummation of the transactions contemplated by with respect to this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made or in connection with the transactions contemplated hereby; (iv) cooperate with each other in connection with any such notice or filing or request (including, to the extent permitted by this Agreement. In furtherance applicable Law, providing copies of all such documents to the non-filing parties prior to filing and not considering in limitation of the foregoinggood faith all reasonable additions, following the Closing, (Adeletions or changes suggested in connection therewith) the Buyer shall manage the defense of and in connection with resolving any investigation or litigation other inquiry of any of the Governmental Authority under applicable Law with respect to any Governmental Authorities arising from such filing or otherwise related with respect to the consummation of this Agreement or in connection with the transactions contemplated by this Agreement, hereby; (Bv) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications not extend any waiting period or similar period under applicable Law or enter into any agreement with a Governmental Authority regarding not to consummate the Transactions, transactions contemplated hereby; and Sellers shall cooperate fully with Buyer with respect thereto, (Cvi) the Sellers shall promptly consult with Buyer in response to receipt defend and resolve any investigation or other inquiry of any comments, questions or requests for documents or information from any Governmental Authority regarding under all applicable Laws, including by defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. Buyer shall pay all filing fees and other charges for the Transactions and shall share any responsive documentation filing under the HSR Act or correspondence with Buyer prior to providing any such materials to other Antitrust Law by the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingParties.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Consents and Filings; Further Assurances. (a) The Buyer and the Sellers Parties shall use their commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (ii) promptly make all necessary filings with respect to the extent named as a defendant, defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement required under applicable Lawor the consummation of the transactions contemplated by this Agreement, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following each Purchaser shall promptly notify the Closing, (A) the Buyer shall manage the defense Company of any investigation or litigation with communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Authorities arising from or otherwise Authority and consider in good faith the views of the Company and keep the Company reasonably informed of the status of matters related to the consummation of the transactions contemplated by this Agreement; provided, (B) however, that nothing in this Agreement shall prevent either Purchaser from responding to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications or complying with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer subpoena or other legal process required by law or submitting factual information in response to receipt of a request therefor. The Company will not take any commentsaction, questions enter into any agreement or requests for documents make any commitment that would conflict or information from interfere in any Governmental Authority regarding material respect with the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials Company’s obligations to the Purchasers under the Transaction Documents. The Company will comply in all material respects with all laws, rules, regulations, orders and decrees of all Governmental Authority, Authorities applicable to this Agreement and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingtransactions contemplated hereby.
Appears in 1 contract
Samples: Purchase Agreement (BioPharmX Corp)
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers parties shall use commercially their reasonable best efforts to take, or cause to be taken, such actions as are necessaryall appropriate action to do, proper or cause to be done, all things necessary or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, Law and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this AgreementAncillary Agreements. In furtherance and not in limitation of the foregoing, following the ClosingCompany shall permit the Buyer reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Merger or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without the Buyer’s written consent. Buyer and Company shall keep each other reasonably informed of the status of their respective efforts to consummate the transactions contemplated hereby, including by (A) promptly notifying the Buyer shall manage the defense other of any investigation communications from or litigation with any Governmental Authorities arising from or otherwise related Authority with respect to the consummation of the transactions contemplated by this Agreementhereby, (B) discussing with the other party in and considering in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Authority, (C) not participating in any meeting with any such Governmental Authority unless, to the extent reasonably practicablefeasible, it consults with the Sellers shall include other party in advance and to the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a extent permitted by such Governmental Authority regarding gives the Transactionsother party the opportunity to attend and participate, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide furnishing the other party (or their respective counsel, pursuant to an appropriate joint defense and confidentiality agreement) with copies of all correspondence, filings and communications between it and any such Governmental Authority with respect to this Agreement and the transactions contemplated hereby; provided, however, that materials can be entirely withheld if they relate to the valuation of the transaction or where sharing the information would, in the good faith belief of the party whose material it is, would be prohibited by Law or violate contractual obligations and (E) furnishing the other with such necessary information and reasonable assistance as each of them may reasonably requested by Buyer request in connection with the foregoingits preparation of necessary filings or submissions of information to any such Governmental Authority.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Commencing as soon as practicable following the Sellers shall date hereof, Seller will use its commercially reasonable efforts to takeobtain Material Contract Consents. Each Party agrees to execute and deliver such other documents, or cause certificates, agreements and other writings and to be taken, take such other commercially reasonable actions as are necessary, proper may be reasonably necessary or advisable desirable in order to (a) satisfy the conditions set forth in Article VI or otherwise consummate and make effective or implement expeditiously the transactions contemplated by this Agreement and the Transaction other Acquisition Documents as promptly as practicable, including or (b) obtain any Material Contract Consents and also to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, (ii) Acquisition Documents and to promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Lawthe HSR Act, and any filings under similar merger notification laws or regulations of foreign Governmental Authorities. Seller and Buyer shall keep each other timely apprised of the status of any communications with, and any inquiries from, the United States Federal Trade Commission and the United States Department of Justice and similar Governmental Authorities in other jurisdictions, and shall comply promptly with any such inquiry or request. Notwithstanding the foregoing, except as set forth on Schedule 5.07, no Party shall have any obligation to expend any funds, commence or participate in any litigation, or offer or grant any accommodation (iiifinancial or otherwise) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits connection with the consummation of the transactions contemplated hereby (including, by this Agreement way of illustration only, any payment in connection with obtaining the Material Contract Consents, Seller Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and auditors) reasonably necessary to consummate such transactions or consent fees, amendment fees, cost, reimbursement provisions or the Transaction Documentslike set forth in the applicable Assumed Contract or Transferred Sub Contract in question. Each of Notwithstanding the parties acknowledge and agrees that no filing under the HSR Act foregoing, Buyer will be made solely responsible for obtaining any third party licenses in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation operation of the foregoing, following Business after the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Marvell Technology Group LTD)
Consents and Filings; Further Assurances. (a) The Buyer and the Sellers Parties shall use their commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to (ia) obtain from Governmental Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement Agreement, and the Transaction Documents, (iib) as promptly as practicable make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Lawlaw, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits including the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing necessary filings under the HSR Act will be made in connection with within ten (10) Business Days after the transactions contemplated by this Agreementdate hereof. In furtherance and not in limitation of the foregoing, following each of Tencent and Red River shall (i) use its commercially reasonable efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the Closingexpiration or termination of the waiting period applicable to the transactions contemplated hereby under the HSR Act as promptly as reasonably practicable, (Aii) promptly notify the Buyer shall manage the defense Company of any investigation or litigation with communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Authorities arising from or otherwise Authority and consider in good faith the views of the Company and keep the Company reasonably informed of the status of matters related to the consummation of the transactions contemplated by this Agreement, including furnishing the Company with any written notices or other communications received by Tencent or Red River from, or given by Tencent or Red River to, the Federal Trade Commission (Bthe “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (iii) permit the Company to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the Company’s comments thereon, and consult with the Company in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent reasonably practicablepermitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the Sellers shall include timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the Buyer’s designated timing of consummation of the transactions contemplated hereby) with the FTC or the DOJ unless it consults with the other Parties and their representatives in all advance and invites the other Parties’ representatives to attend such meetings and/or discussions; provided, telephone callshowever, meetings that nothing in this Agreement shall prevent Tencent or Red River from responding to or complying with a subpoena or other legal process required by law or submitting factual information in response to a request therefor. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Tencent, Red River or any of their respective Affiliates to proffer to, agree to or actually (and none of the Company or any of its subsidiaries shall, without the prior written communications consent of Tencent and Red River, proffer to, agree to or actually) (i) divest, hold separate (including by establishing a trust), or enter into any license (whether pursuant to an exclusive or nonexclusive license) or similar agreement with respect to, or agree to restrict the ownership or operation of, or agree to conduct or operate in a specified manner, any portion of the business or assets of Tencent or Red River, the Company or any of their respective Affiliates, (ii) pay any amounts or make any commitments to obtain any consents, licenses, permits, certificates, exemptions, waivers, approvals, authorizations, registrations, clearances or orders of a Governmental Authority regarding or any other Person (other than the Transactions, payment of filing fees and Sellers shall cooperate fully with Buyer with respect thereto, (Cexpenses and fees of counsel) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingtransactions contemplated hereby, (iii) limit in any manner the ability of such entities to conduct, own, operate or control their respective businesses, assets or properties or of the businesses, properties or assets of the Company and the Company’s subsidiaries, or otherwise enter into any voting trust arrangement, proxy arrangement or similar agreement or arrangement or (iv) commence or defend any legal proceeding.
Appears in 1 contract
Samples: Purchase Agreement (Glu Mobile Inc)
Consents and Filings; Further Assurances. (a) The Each of the Shareholder, the Company, Parent and Buyer and the Sellers shall use their respective commercially reasonable efforts to takeobtain the authorizations, or cause consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Notification and Report Form for Certain Mergers and Acquisitions pursuant to be takenthe HSR Act has not been filed prior to the date hereof, such actions as are necessary, proper or advisable each party hereto agrees to consummate make an appropriate filing of a Notification and make effective Report Form for Certain Mergers and Acquisitions with respect to the transactions contemplated by this Agreement and within ten (10) Business Days after the Transaction Documents as promptly as practicabledate hereof, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation request early termination of the transactions contemplated by this Agreement applicable waiting period and the Transaction Documents, (ii) to supply promptly make all necessary filings with respect any additional information and documentary material that may be requested pursuant to this Agreement required under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this AgreementAct. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers The parties hereto shall promptly consult with Buyer in response respond to receipt of any comments, questions or requests for documents or additional information from any Governmental Authority regarding or other third party in respect thereof. Parent and the Transactions Shareholder shall each pay one-half of all filing and shall share any responsive documentation or correspondence related fees in connection with Buyer prior to providing any such materials filings that must be made by any of the parties under the HSR Act. Each of Parent, Buyer, the Shareholder and the Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Transaction and (D) Sellers the other transactions contemplated hereby; provided, however, that notwithstanding any other provision of this Agreement, Parent shall provide not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to all information reasonably requested by Buyer or any portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and neither the Shareholder, the Company nor any of its Subsidiaries shall make any such divestiture or take any such action or make any such commitment with respect to the Company or any of its Subsidiaries’ business or assets in connection with the foregoingobtaining any such approval without Parent’s prior written consent.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer Each of the Company, Parent and the Sellers MergerCo shall use their respective commercially reasonable efforts to takeobtain the authorizations, or cause consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement. If required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and if the appropriate filing of a Pre-Merger Notification and Report Form pursuant to be takenthe HSR Act has not been filed prior to the date hereof, such actions as are necessary, proper or advisable each party hereto agrees to consummate make an appropriate filing of a Pre-Merger Notification and make effective Report Form with respect to the transactions contemplated by this Agreement and within ten (10) Business Days after the Transaction Documents as promptly as practicabledate hereof, including to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation request early termination of the transactions contemplated by this Agreement applicable waiting period and the Transaction Documents, (ii) to supply promptly make all necessary filings with respect any additional information and documentary material that may be requested pursuant to this Agreement required under applicable Law, and (iii) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this AgreementAct. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers The parties hereto shall promptly consult with Buyer in response respond to receipt of any comments, questions or requests for documents or additional information from any Governmental Authority regarding or other third party in respect thereof. Parent and the Transactions Company shall each pay one-half of all filing and shall share any responsive documentation or correspondence related fees in connection with Buyer prior to providing any such materials filings that must be made by any of the parties under the HSR Act. Each of Parent, MergerCo and the Company hereby covenants and agrees to use its commercially reasonable efforts to secure termination of any waiting periods under the HSR Act or any other applicable law and to obtain the approval of the Federal Trade Commission (the “FTC”), the Antitrust Division of the United States Department of Justice (the “DOJ”) or any other Governmental Authority, as applicable, for the Merger and (D) Sellers the other transactions contemplated hereby; provided, however, that notwithstanding any other provision of this Agreement, Parent shall provide not be required, as a condition to obtaining such approval, to divest or hold separate or otherwise take or commit to take any action or enter into any agreement that limits its freedom of action with respect to all information reasonably requested by Buyer or any portion of Parent’s or any of its Subsidiaries’ assets, businesses or lines of business, and neither the Company nor any of its Subsidiaries shall make any such divestiture or take any such action or make any such commitment with respect to the Company or any of its Subsidiaries’ business or assets in connection with the foregoingobtaining any such approval without Parent’s prior written consent.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers parties shall use all commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements as promptly as practicable, including including, without limitation, to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement or the Ancillary Agreements required under any applicable Lawlaw. In addition, immediately after the execution of this Agreement, the Seller shall, or procure that the relevant persons shall, (i) launch the regularization process of the building permit (number PC 13 028 87 B 0298 dated December 10, 1987) aiming at obtaining a compliance certificate (permis de construire de régularisation) from the town hall which has delivered such permit and to (ii) file such request with the relevant town hall on or before the Closing Date. All costs and fees relating to such regularization process (including those relating to the ordering of the construction plans and the work of the architect to be designated in connection with this process, i.e, the preparation of the request and the follow-up until the town hall has rendered its decision) shall be borne by the Seller. In the event the compliance certificate has not been issued prior to the Closing Date, the Seller shall deliver a copy of the regularization file and related documents, and (iii) have vacatedintroduce the designated architect, liftedto the Purchaser, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is who will then in effect handle the follow-up and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation supervision of the transactions contemplated by this Agreement and regularization process, at Purchaser’s costs (except for architect’s fees relating to the Transaction Documentsfollow-up during the instruction period of the request), with the cooperation of the Seller, using commercially reasonable efforts. Each of the parties acknowledge shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement or the Ancillary Agreements and agrees that no filing under permit the HSR Act other party to review in advance any proposed communication by such party to any Governmental Authority. The parties will be made coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the transactions contemplated by this Agreement. In furtherance foregoing and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense seeking early termination of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingapplicable waiting periods.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Except as set forth in Schedule 5.6 of the Sellers Disclosure Schedules, each of the Parties shall use commercially all reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents Ancillary Agreements and to confirm Buyers’ ownership of the Transferred Assets as promptly as practicable, including to use commercially reasonable efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including all necessary waivers, consents and approvals from customers and other parties. Without limiting the generality of the previous sentence, the Parties shall use commercially reasonable efforts to (i) obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, Ancillary Agreements; (ii) promptly (and in no event later than three (3) Business Days after the determination that US Buyer is the Successful Bidder) make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act or any other applicable Law, and including any other Antitrust Law; (iii) have vacatedcomply at the earliest practicable date with any request under the HSR Act, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action Antitrust Law, for additional information, documents or other materials received by each of them or any of their respective Subsidiaries from the Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Authority in respect of such filings (whether temporarycollectively, preliminary an “Antitrust Authority”); (iv) cooperate with each other in connection with any such filing or permanentrequest (including, to the extent permitted by applicable Law, providing copies of all such documents to the non-filing parties prior to filing and considering all reasonable additions, deletions or changes suggested in connection therewith) that is then and in effect and that enjoins, restrains, conditions, makes illegal connection with resolving any investigation or otherwise restricts other inquiry of any of the Antitrust Authorities under the HSR Act or prohibits other Antitrust Law with respect to any such filing; (iv) not extend any waiting period under the consummation of HSR Act or enter into any agreement with an Antitrust Authority not to consummate the transactions contemplated hereby; and (v) defend and resolve any investigation or other inquiry of any Governmental Authority under all applicable Laws, including by this Agreement defending against and contesting administratively and in court any litigation or adverse determination initiated or made by a Governmental Authority under applicable law. The Buyers shall pay all filing fees and other charges for the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with or other Antitrust Law by the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense of any investigation or litigation with any Governmental Authorities arising from or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingParties.
Appears in 1 contract
Consents and Filings; Further Assurances. (a) The Buyer and Each of the Sellers parties shall use its commercially reasonable efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to to, jointly or individually, as may be required (i) obtain all consents, approvals, authorizations, opinions, qualifications, orders and clearance, without limitation, of COFECO, SCT, COFETEL, and ME under the Ley Federal de Competencia Económica (the Federal Economic Competition Law of Mexico), the Concessions, the Ley Federal de Telecomunicaciones (the Federal Telecommunications Law of Mexico), the Ley de Inversión Extranjera (the Foreign Investment Law of Mexico), and any other administrative Law in Mexico or any other applicable Law as are necessary for the consummation of the transactions contemplated by this Agreement, (ii) obtain from Governmental Authorities and other Persons all other consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction Documents, (iiiii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under any applicable Law. The Company, on the one hand, and (iii) have vacatedthe Buyers, liftedon the other hand, reversed or overturned shall split the costs of all filing fees and other charges for filing under applicable Laws by all parties, other than any orderfees, decree, ruling, judgment, injunction charges or other action costs associated with the addition of parties to the Company TAAs as provided in Section 6.11(c). Notwithstanding the foregoing, nothing in this Agreement will require the Buyers or any of their Affiliates to enter into any agreement, consent decree or other commitment requiring the Buyers or any of their Affiliates to (A) divest or hold separate (whether temporarybefore or after the Closing) any assets of the Buyers, preliminary the Company or permanentits Subsidiaries, or any of their respective Affiliates, (B) that is then in effect and that enjoinslitigate, restrains, conditions, makes illegal pursue or otherwise restricts or prohibits the consummation defend any Action challenging any of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, (A) the Buyer shall manage the defense as a violation of any investigation antitrust or litigation with any Governmental Authorities arising from competition Laws or otherwise related to the consummation of the transactions contemplated by this Agreement, (B) to the extent reasonably practicable, the Sellers shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) take any other action that would, individually or in the Sellers shall promptly consult aggregate, materially adversely affect either of the Buyers or any of their Affiliates. The Company hereby agrees (and agrees to cause its Subsidiaries and their Representatives) to *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. cooperate with Buyer and its representatives in response providing all information and documents attributable to receipt of any commentsthe Sellers, questions the Company or the Company’s Subsidiaries or relating to the business that are required under applicable Laws to submit requests for documents or information from any Governmental Authority regarding the Transactions consents, approvals, authorizations, opinions, qualifications, orders and shall share any responsive documentation or correspondence with Buyer prior clearances required pursuant to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoingapplicable Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Satelites Mexicanos Sa De Cv)
Consents and Filings; Further Assurances. (a) The Buyer and the Sellers Parties shall use commercially their reasonable best efforts to take, or cause to be taken, such actions as are all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Transaction Documents as promptly as practicable, including to (i) obtain from Governmental Authorities and other Persons all consents, clearances, approvals, authorizations, qualifications and orders and give all notices as are necessary for the consummation of the transactions contemplated by this Agreement and the Transaction DocumentsAgreement, (ii) promptly make all necessary filings filings, and thereafter make any other required submissions, with respect to this Agreement required under applicable Law, including, in the case of ASAC and the Company, make the necessary filings under the HSR Act within three (3) Business Days after the date hereof, (iii) to the extent named as a defendant, defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and (iiiiv) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Each of the parties acknowledge and agrees that no filing under the HSR Act will be made in connection with the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, following the Closing, ASAC shall (A) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable to cause the Buyer shall manage expiration or termination of the defense waiting period applicable to the Private Sale under the HSR Act as promptly as reasonably practicable and in any event no later than the Termination Date, (B) promptly notify the other Parties of any investigation or litigation with communication concerning this Agreement and any of the transactions contemplated hereby from any Governmental Authorities arising from or otherwise Authority and consider in good faith the views of the other Parties and keep the other Parties reasonably informed of the status of matters related to the consummation of the transactions contemplated by this Agreement, including furnishing the other Parties with any written notices or other communications received by ASAC from, or given by ASAC to, the Federal Trade Commission (Bthe “FTC”) or the Antitrust Division of the Department of Justice (the “DOJ”); and (C) permit the other Parties to review in draft form any proposed communication to be submitted by it to the FTC or the DOJ, with reasonable time and opportunity to comment, give reasonable consideration to the other Party’s comments thereon, and consult with each other Party in advance of any in-person or telephonic meeting or conference with, the FTC or the DOJ, and, to the extent reasonably practicablepermitted by the FTC or the DOJ, not agree to participate in any meeting or substantive discussion (including any discussion relating to the antitrust merits, any potential remedies, commitments or undertakings, the Sellers timing of any waivers, consents, approvals, permits, orders or authorizations, and any agreement regarding the timing of consummation of the Private Sale) with the FTC or the DOJ unless it consults with the other Parties and their Representatives in advance and invites the other Parties’ Representatives to attend such meetings and/or discussions; provided, however, that nothing in this Agreement shall include the Buyer’s designated representatives in all discussions, telephone calls, meetings and written communications prevent ASAC from responding to or complying with a Governmental Authority regarding the Transactions, and Sellers shall cooperate fully with Buyer with respect thereto, (C) the Sellers shall promptly consult with Buyer subpoena or other legal process required by Law or submitting factual information in response to receipt of any comments, questions or requests for documents or information from any Governmental Authority regarding the Transactions and shall share any responsive documentation or correspondence with Buyer prior to providing any such materials to the Governmental Authority, and (D) Sellers shall provide all information reasonably requested by Buyer in connection with the foregoinga request therefor.
Appears in 1 contract
Samples: Stock Purchase Agreement (Activision Blizzard, Inc.)
