Common use of Filings and Authorizations Clause in Contracts

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Citizens Utilities Co), Asset Purchase Agreement (American Water Works Co Inc)

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Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or Arizona threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings Company and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and BuyerSellers, on the one hand, and ENTI and the Seller PartiesBuyer, on the other, promptly after the execution and delivery of this Agreement, shall file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied and to obtain all Permits, consents, approvals and authorizations of third parties and Governmental Bodies necessary, pursuant to the rules and regulations of the Governmental Bodies in connection with the Contemplated Transactions and which are required by such Law or rules to effectuate the consummation of the Contemplated Transactions. The Company and the Sellers, on the one hand, and ENTI and the Buyer, on the other, shall furnish to the cooperate with each other such necessary information and reasonable assistance as the other may request in connection with its preparation such filings and furnish each other with copies of such filings and any filing correspondence received from any third party or submission to the PUC or which is necessary under the HSR ActGovernmental Body in connection therewith. The Seller PartiesCompany and the Sellers, on the one hand hand, and Buyer ENTI and Parentthe Buyer, on the other, as promptly as practicable, shall keep each other apprised of the status of any communications withmake, or cause to be made, all filings and submissions under such Laws or rules as are applicable to them, and inquiries or requests their Affiliates, as may be required for additional information from, any Authority, including them to consummate the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets Contemplated Transactions in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in of this Agreement and shall furnish copies thereof to each other party, and to the extent possible each will require or obligate consult with the other, subject to applicable law relating to the exchange of information, with respect to all material written information submitted to any third party or their respective Affiliates: (i) Governmental Body, prior to initiate, pursue such filing and shall not make any such filing or defend any litigation (or threatened litigation) submission to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the BusinessSellers, as the case may be, reasonably objects in writing. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained All such filings shall comply in this Agreement shall be breached or deemed breached as a result form and content in all material respects with applicable Law. Each party will keep the other appraised of the failure by Parent and Buyer on status of material matters relating to completion of the one hand or the Seller Partiestransactions contemplated hereby. Each party agrees, on the otherupon request, to take furnish the other party with all information concerning itself, directors, officers and stockholders, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of the actions specified in the preceding sentencesuch other party to any third party or Governmental Body.

Appears in 1 contract

Samples: Stock Purchase Agreement (Entertainment International LTD)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause agree to be made all such filings file the appropriate Notification and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied Report Form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and Act") with respect to the applicable public utility commission (each, a "PUC")transactions contemplated hereby within seven days after the date hereof. Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, The parties hereto shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, parties shall keep each other one another apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer The parties hereto will use its their reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets Assets. Each of the parties hereto agrees to promptly make any other filing that may be required under any antitrust law or by any antitrust authority and effect all other filings with and notifications to government agencies in accordance any other jurisdiction where such filings are notifications are required. Buyer shall bear filing fees associated with the terms filings required under the HSR Act and conditions hereofany other similar filings required in any other jurisdictions. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party Buyer, Parent or their respective Affiliates: Affiliates (ia) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; , (iib) to agree or otherwise become subject to any material limitations on (Ai) the right of Buyer Buyer, Parent or its their Affiliates effectively to control or operate the Business or Business, (ii) the right of Seller Buyer, Parent or its their Affiliates effectively to control acquire or operate Citizens' other businesseshold the Business, or (Biii) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer Parent to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; , or (iiic) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, SellerBuyer, Parent, Buyer, any Affiliate of Buyer their Affiliates or the Business. The parties agree Seller acknowledges that no representation, warranty or covenant of Buyer, Parent, Buyer or Citizens contained Parent in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dingley Press, Inc.)

Filings and Authorizations. The parties hereto will Company and the Purchaser shall, as promptly as practicablepracticable following the execution and delivery of this Agreement, make file or supply, or cause to be made filed or supplied, all such filings notifications, reports and submissions under laws, rules and regulations applicable to it or its Affiliates as may be other information required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request state insurance laws in connection with its preparation the transactions contemplated by this Agreement. In addition to and not in limitation of any filing the foregoing, each of the parties will (w) take promptly all actions necessary to make the filings required of the Purchaser and the Company or submission to the PUC or which is necessary their affiliates under the HSR Act. The Seller Parties, on (x) comply at the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of earliest practicable date with any communications with, and inquiries or requests request for additional information from, any Authority, including received by such party or its affiliates from the PUC, the United States Federal Trade Commission (the "FTC") and or the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) pursuant to the HSR Act, and shall comply promptly (y) cooperate with any the other party in connection with such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required party's filings under the HSR Act and from in connection with resolving any investigation or other inquiry concerning the PUC for Merger or the purchase other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general and sale (z) request early termination of the Acquired Assets waiting period under the HSR Act. Each of the Company and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms and conditions hereof. Notwithstanding the foregoingof this Agreement, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesobtain, or (C) the right of Buyer cause to exercise full rights of ownership of the Business or be obtained, all or any material portion of the Acquired Assets or the right of Citizens authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or be obtained in order to consummate such transfer and such transactions, and (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise)take, or divest itself of cause to be taken, all other actions necessary, proper or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained advisable in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, order to take any of the actions specified in the preceding sentencefulfill their respective obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Progressive Corp/Oh/)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission Pennsylvania Public Utility Commission (each, a the "PUCPPUC") pursuant to the Pennsylvania Public Utility Code (the "Utility Code"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC PPUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUCPPUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of CitizensPEI, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC PPUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: Affiliates (iI) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUCPPUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businessesSeller's gas business, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesSeller's gas business, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens Seller to exercise full rights of ownership of Citizens' other businesses Seller's gas business or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of CitizensPEI, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, PEI or Citizens Seller contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and BuyerIAWC, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer IAWC and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer IAWC will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets (including the CLWC Stock) in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates Parent and IAWC effectively to control or operate the Business being acquired by each or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer Parent and IAWC or its Affiliates to acquire or hold the Business being acquired by each or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer Parent and IAWC to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets being acquired by each or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, BuyerIAWC, any Affiliate of Buyer Parent or the Business. The parties agree that no representation, warranty or covenant of BuyerIAWC, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure Illinois by Parent and Buyer IAWC on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

Filings and Authorizations. The parties hereto will will, as promptly as practicable, and in the case of filings under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made all such filings and submissions under laws, rules and regulations Laws applicable to it them or its their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the applicable public utility commission (each, a "PUC")HSR Act. Any such filings and filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable law, rule or regulationLaw. Each of Parent AlliedSignal and Buyer, on the one hand, and the Seller PartiesParent and Sellers, on the otherother hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller PartiesParent, on the one hand Sellers, AlliedSignal and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any AuthorityGovernmental Entity, including the PUC, the United States Federal Trade Commission ("FTC") FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Purchased Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing Nothing contained in this Agreement Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate any party (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates: (i) Affiliates to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority Governmental Entity (including the PUC, the Antitrust Division and the FTC) is a party; party or (iib) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any material limitations on (Ax) the right of AlliedSignal, Buyer or its their respective Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businessesBusiness, (By) the right of AlliedSignal, Buyer or its their respective Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesBusiness, or (Cz) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; , or (iiiii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets Assets or operations of Citizens, Seller, ParentAlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, Sellers, AlliedSignal or Citizens Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand any party hereto or the Seller Parties, on the other, any of its Affiliates to take any of the actions specified in the preceding sentence.. 4.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliedsignal Inc)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations Pennsylvania applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

Filings and Authorizations. The parties hereto will will, as promptly as practicable, and in the case of filings under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made all such filings and submissions under laws, rules and regulations Laws applicable to it them or its their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the applicable public utility commission (each, a "PUC")HSR Act. Any such filings and filings, including any supplemental information and requests for additional information under the HSR 00 00 Xct, will be in substantial compliance with the requirements of the applicable law, rule or regulationLaw. Each of Parent AlliedSignal and Buyer, on the one hand, and the Seller PartiesParent and Sellers, on the otherother hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller PartiesParent, on the one hand Sellers, AlliedSignal and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any AuthorityGovernmental Entity, including the PUC, the United States Federal Trade Commission ("FTC") FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Purchased Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing Nothing contained in this Agreement Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate any party (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates: (i) Affiliates to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority Governmental Entity (including the PUC, the Antitrust Division and the FTC) is a party; party or (iib) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any material limitations on (Ax) the right of AlliedSignal, Buyer or its their respective Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businessesBusiness, (By) the right of AlliedSignal, Buyer or its their respective Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesBusiness, or (Cz) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; , or (iiiii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets Assets or operations of Citizens, Seller, ParentAlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, Sellers, AlliedSignal or Citizens Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand any party hereto or the Seller Parties, on the other, any of its Affiliates to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Banner Aerospace Inc)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each Arizona of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citizens Utilities Co)

Filings and Authorizations. The parties hereto will will, as -------------------------- promptly as practicable, and in the case of filings under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made all such filings and submissions under laws, rules and regulations Laws applicable to it them or its their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the applicable public utility commission (each, a "PUC")HSR Act. Any such filings and filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable law, rule or regulationLaw. Each of Parent AlliedSignal and Buyer, on the one hand, and the Seller PartiesParent and Sellers, on the otherother hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller PartiesParent, on the one hand Sellers, AlliedSignal and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any AuthorityGovernmental Entity, including the PUC, the United States Federal Trade Commission ("FTC") FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Purchased Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing Nothing contained in this Agreement Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate any party (a) Parent, the Companies, AlliedSignal, Buyer or their respective Affiliates: (i) Affiliates to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority Governmental Entity (including the PUC, the Antitrust Division and the FTC) is a party; party or (iib) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any material limitations on (Ax) the right of AlliedSignal, Buyer or its their respective Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businessesBusiness, (By) the right of AlliedSignal, Buyer or its their respective Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesBusiness, or (Cz) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; , or (iiiii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets Assets or operations of Citizens, Seller, ParentAlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, Sellers, AlliedSignal or Citizens Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand any party hereto or the Seller Parties, on the other, any of its Affiliates to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fairchild Corp)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets California or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citizens Utilities Co)

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Filings and Authorizations. The parties hereto will will, as promptly as practicable, and in the case of filings under the HSR Act no later than five Business Days after the date of this Agreement, make or cause to be made all such filings and submissions under laws, rules and regulations Laws applicable to it them or its their Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with Act. The parties hereto shall also provide as promptly as possible full responses to any requests for additional information made of them under the applicable public utility commission (each, a "PUC")HSR Act. Any such filings and filings, including any supplemental information and requests for additional information under the HSR Act, will be in substantial compliance with the requirements of the applicable law, rule or regulationLaw. Each of Parent AlliedSignal and Buyer, on the one hand, and the Seller PartiesParent and Sellers, on the otherother hand, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller PartiesParent, on the one hand Sellers, AlliedSignal and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any AuthorityGovernmental Entity, including the PUC, the United States Federal Trade Commission ("FTC") FTC and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will AlliedSignal shall use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Purchased Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing Nothing contained in this Agreement Agreement, including under this Section 4.3 and Sections 4.8 and 4.13, will require or obligate any party (a) Parent, the Sellers, AlliedSignal, Buyer or their respective Affiliates: (i) Affiliates to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority Governmental Entity (including the PUC, the Antitrust Division and the FTC) is a party; party or (iib) AlliedSignal, Buyer or their respective Affiliates (i) to agree or otherwise become subject to any material limitations on (Ax) the right of AlliedSignal, Buyer or its their respective Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businessesBusiness, (By) the right of AlliedSignal, Buyer or its their respective Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesBusiness, or (Cz) the right of AlliedSignal or Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Purchased Assets; , or (iiiii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets Assets or operations of Citizens, Seller, ParentAlliedSignal, Buyer, any Affiliate of AlliedSignal or Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, Sellers, AlliedSignal or Citizens Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand any party hereto or the Seller Parties, on the other, any of its Affiliates to take any of the actions specified in the preceding sentence.. 4.4

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliedsignal Inc)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and BuyerIAWC, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer IAWC and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer IAWC will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets (including the CLWC Stock) in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates Parent and IAWC effectively to control or operate the Business being acquired by each or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.its

Appears in 1 contract

Samples: Asset Purchase Agreement (Citizens Utilities Co)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and 38 Pennsylvania regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.

Appears in 1 contract

Samples: Asset Purchase Agreement (Citizens Utilities Co)

Filings and Authorizations. The parties hereto will eShare and Melita shall, as promptly as practicablepracticable following the execution and delivery of this Agreement, make file or supply, or cause to be made filed or supplied, all such filings notifications, reports and submissions under laws, rules and regulations applicable to it or its Affiliates as may be other information required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation the transactions contemplated by this Agreement. In addition to and not in limitation of any filing the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of Melita and eShare or submission to the PUC or which is necessary their affiliates under the HSR Act. The Seller Parties, on (y) comply at the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of earliest practicable date with any communications with, and inquiries or requests request for additional information from, any Authority, including received by such party or its affiliates from the PUC, the United States Federal Trade Commission (the "FTC") and or the Antitrust Division of the United States Department of Justice (the "Antitrust Division")) pursuant to the HSR Act, and shall comply promptly (z) cooperate with any the other party in connection with such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required party's filings under the HSR Act and from in connection with resolving any investigation or other inquiry concerning the PUC for Merger or the purchase other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of eShare and sale of Melita will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Acquired Assets Merger and the other transactions contemplated hereby in accordance with the terms and conditions hereof. Notwithstanding the foregoingof this Agreement, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesobtain, or (C) the right of Buyer cause to exercise full rights of ownership of the Business or be obtained, all or any material portion of the Acquired Assets or the right of Citizens authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or be obtained in order to consummate such transfer and such transactions and (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise)take, or divest itself of cause to be taken, all other actions necessary, proper or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained advisable in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, order to take any of the actions specified in the preceding sentencefulfill their respective obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Melita International Corp)

Filings and Authorizations. The parties hereto Each of Sellers and Purchaser will as promptly as practicable(a) file or supply, make or cause to be made filed or supplied, all such filings and submissions under lawsapplications, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information required to be filed or supplied by it and, in the case of Sellers, required to be filed by the Acquired Companies, pursuant to applicable law, rule or regulation in connection with the consummation of the Transactions, including, without limitation, (i) filings with the Relevant Regulatory Authorities with respect to the change of control of the Acquired Companies, and (ii) filings pursuant to the HSR Act and with the any other applicable public utility commission competition laws, (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC"b) and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable best efforts to obtain obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all Persons and governmental authorities other than those listed in clause (a) above necessary to be obtained by it, and in the case of Sellers, necessary to be obtained by the Acquired Companies, in order to consummate the Transactions, including, without limitation, obtaining the Sellers’ Consents and the Purchaser’s Consents, as applicable, and (c) use its reasonable best efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations hereunder. With respect to clause (a) above in relation to any clearance required under costs imposed by the HSR Act and Pennsylvania Insurance Department arising from the PUC for the purchase and sale engagement of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any third party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business advisers or the right holding of Seller or its Affiliates effectively any public hearings and with respect to control or operate Citizens' other businessesclause (b) above, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached fees and expenses incurred as a result of all authorizations, approvals, consents and waivers to be obtained or made thereunder shall be paid by Sellers. Sellers and Purchaser will coordinate and cooperate with one another in exchanging the failure information referred to in this Section 5.3 and supplying such reasonable assistance as may be reasonably requested by Parent any other party hereto in connection with the foregoing. Each party shall have the right to provide comments on and Buyer on review any such applications, notifications and information proposed to be filed or supplied by the one hand or the Seller Partiesother parties and, on the otherif such party elects to exercise such right, to take complete such review within a reasonable period of time before the other parties may file or supply any of the actions specified in the preceding sentencesuch applications, notifications or information.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ace LTD)

Filings and Authorizations. The parties hereto will Company and the -------------------------- Purchaser shall, as promptly as practicablepracticable following the execution and delivery of this Agreement, make file or supply, or cause to be made filed or supplied, all such filings notifications, reports and submissions under laws, rules and regulations applicable to it or its Affiliates as may be other information required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request state insurance laws in connection with its preparation the transactions contemplated by this Agreement. In addition to and not in limitation of any filing the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of the Purchaser and the Company or submission to the PUC or which is necessary their affiliates under the HSR Act. The Seller Parties, on (y) comply at the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of earliest practicable date with any communications with, and inquiries or requests request for additional information from, any Authority, including received by such party or its affiliates from the PUC, the United States Federal Trade Commission (the "FTC") and or the Antitrust Division of the United States Department of Justice (the --- "Antitrust Division")) pursuant to the HSR Act, and shall comply promptly (z) cooperate with any the ------------------ other party in connection with such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required party's filings under the HSR Act and from in connection with resolving any investigation or other inquiry concerning the PUC for Merger or the purchase and sale other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of the Acquired Assets Company and the Purchaser will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms and conditions hereof. Notwithstanding the foregoingof this Agreement, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businessesobtain, or (C) the right of Buyer cause to exercise full rights of ownership of the Business or be obtained, all or any material portion of the Acquired Assets or the right of Citizens authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or be obtained in order to consummate such transfer and such transactions and (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise)take, or divest itself of cause to be taken, all other actions necessary, proper or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained advisable in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, order to take any of the actions specified in the preceding sentencefulfill their respective obligations hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Danielson Holding Corp)

Filings and Authorizations. The parties hereto will as promptly as practicable, make or cause to be made all such filings and submissions under laws, rules and regulations applicable to it or its Affiliates as may be required to consummate the terms of this Agreement, including all notifications and information to be filed or supplied pursuant to the HSR Act and with the applicable public utility commission (each, a "PUC"). Any such filings and supplemental information will be in substantial compliance with the requirements of the applicable law, rule or regulation. Each of Parent and Buyer, on the one hand, and the Seller Parties, on the other, shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission to the PUC or which is necessary under the HSR Act. The Seller Parties, on the one hand and Buyer and Parent, on the other, shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Authority, including the PUC, the United States Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division"), and shall comply promptly with any such inquiry or request. Each of Citizens, Seller, Parent and Buyer will use its reasonable efforts to obtain any clearance required under the HSR Act and from the PUC for the purchase and sale of the Acquired Assets in accordance with the terms and conditions hereof. Notwithstanding the foregoing, nothing contained in this Agreement will require or obligate any party or their respective Affiliates: (i) to initiate, pursue or defend any litigation (or threatened litigation) to which any Authority (including the PUC, the Antitrust Division and the FTC) is a party; (ii) to agree or otherwise become subject to any material limitations on (A) the right of Buyer or its Affiliates effectively to control or operate the Business or the right of Seller or its Affiliates effectively to control or operate Citizens' other businesses, (B) the right of Buyer or its Affiliates to acquire or hold the Business or the right of Seller or its Affiliates to hold the Excluded Assets or Citizens' other businesses, or (C) the right of Buyer to exercise full rights of ownership of the Business or all or any material portion of the Acquired Assets or the right of Citizens to exercise full rights of ownership of Citizens' other businesses or all or any material portion of the Excluded Assets; or (iii) to agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest itself of all or any portion of the business, assets or operations of Citizens, Seller, Parent, Buyer, any Affiliate of Buyer or the Business. The parties agree that no representation, warranty or covenant of Buyer, Parent, or Citizens contained in this Agreement shall be breached or deemed breached as a result of the failure by Parent and Buyer on the one hand or the Seller Parties, on the other, to take any of the actions specified in the preceding sentence.exercise

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

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