Common use of Filings and Notifications; Cooperation Clause in Contracts

Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer shall, and shall cause each of its Related Persons to, make all filings and notifications required by Legal Requirements to be made by it in connection with the Contemplated Transactions (including all filings under the HSR Act). Buyer shall, and shall cause each of its Related Persons to, cooperate with, and timely respond to requests from, Seller Parent, Seller, each Acquired Company, their Related Persons and their respective Representatives, (a) with respect to all filings and notifications that Seller Parent, Seller, any Acquired Company, or their Related Persons shall be required by Legal Requirements to make in connection with the Contemplated Transactions; and (b) in obtaining all Material Consents; provided, however, that Buyer shall not be required to dispose of or make any change to its business or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of the Acquired Companies, except after having first obtained written consent from Seller Parent or Seller (which may be in the form of email).

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)

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Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer each Seller shall, and shall cause each Acquired Company and each of its Related Persons their Affiliates to, make all filings and notifications required by Legal Requirements to be made by it them in connection with the Contemplated Transactions (including all filings under the HSR Act). Buyer Each Seller shall, and shall cause each Acquired Company and each of its Related Persons their Affiliates to, cooperate withwith Buyer, and timely respond to requests fromits Affiliates, Seller Parent, Seller, each Acquired Company, their Related Persons and their respective Representatives, Representatives (a) with respect to all filings and notifications that Seller Parent, Seller, any Acquired Company, Buyer or their Related Persons its Affiliates elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions; and , (b) in identifying and obtaining the Governmental Authorizations required by Buyer to own and operate each Acquired Company from and after the Closing Date, and (c) in obtaining all Material Consents; Consents identified in Exhibit 9.4 (including taking all actions reasonably requested by Buyer to cause early termination of any applicable waiting period under the HSR Act), provided, however, that Buyer Sellers shall not be required to dispose of or make any change to its business the Acquired Companies’ business, expend any material funds, or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of the Acquired Companies, except after having first obtained written consent from Seller Parent or Seller (which may be in the form of email)5.3.

Appears in 1 contract

Samples: Employment Agreement (Lmi Aerospace Inc)

Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer Merger Corp shall, and shall cause each of its Related Persons to, make all filings and notifications required by Legal Requirements to be made by it them in connection with the Contemplated Transactions (including all filings under the HSR Act). Buyer Merger Corp shall, and shall cause each of its Related Persons to, reasonably cooperate with, and timely respond to requests from, Seller Parent, Seller, each with the Acquired CompanyCompanies, their Related Persons Persons, and their respective Representatives, Representatives (a) with respect to all filings and notifications that Seller Parent, Seller, any the Acquired Company, Companies or their Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions; and , (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp to own and operate each Acquired Company from and after the Closing Date, and (c) take all Material Consents; provided, however, that Buyer shall not be required actions requested by Merger Corp to dispose cause early termination of or make any change to its business or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of applicable waiting period under the Acquired Companies, except after having first obtained written consent from Seller Parent or Seller (which may be in the form of email)HSR Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Investment Managers Inc.)

Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer the Company shall, and shall cause each Acquired Company and each of its their Related Persons to, make all filings and notifications required by Legal Requirements to be made by it them in connection with the Contemplated Transactions (including all filings under the HSR Act). Buyer The Company shall, and shall cause each Acquired Company and each of its their Related Persons to, reasonably cooperate withwith Merger Corp, and timely respond to requests fromits Related Persons, Seller Parent, Seller, each Acquired Company, their Related Persons and their respective Representatives, Representatives (a) with respect to all filings and notifications that Seller Parent, Seller, any Acquired Company, Merger Corp or their its Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions; and , (b) in identifying and obtaining the Governmental Authorizations required by Merger Corp to own and operate each Acquired Company from and after the Closing Date, and (c) taking all Material Consents; provided, however, that Buyer shall not be required actions requested by Merger Corp to dispose cause early termination of or make any change to its business or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of applicable waiting period under the Acquired Companies, except after having first obtained written consent from Seller Parent or Seller (which may be in the form of email)HSR Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Investment Managers Inc.)

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Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer Seller Parent and Seller shall, and shall cause each Acquired Company and each of its their Related Persons to, (y) obtain all consents required by this Agreement and to make all filings and notifications required by Legal Requirements to be made by it them in connection with the Contemplated Transactions (including all filings under the HSR Act); and (z) promptly notify Buyer in writing of any notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement. Buyer Seller Parent and Seller shall, and shall cause each Acquired Company and each of its their Related Persons to, cooperate with, and timely respond to requests from, Seller ParentBuyer, Sellerits Related Persons, each Acquired Company, their Related Persons and their respective Representatives, (a) with respect to all filings and notifications that Seller Parent, Seller, any Acquired Company, Buyer or their its Related Persons elect to make or shall be required by Legal Requirements to make in connection with the Contemplated Transactions; and (b) in identifying and obtaining the Governmental Authorizations required by Buyer to own and operate each Acquired Company from and after the Closing Date; and (c) in obtaining all Material Consents; provided, however, that Consents identified in Section 9.4 of Seller’s Disclosure Statement (including taking all actions requested by Buyer shall not be required to dispose cause early termination of or make any change to its business or incur any other material post-Closing obligation in order to comply with this Section 6.1applicable waiting period under the HSR Act). Xxxxx agrees not to contact any employee of the Acquired Companies, except after having first obtained written consent from Seller Parent or and Seller (which may shall and shall cause each Acquired Company to use commercially reasonable efforts to do all things necessary to cause the conditions set forth in Article 8 to be in the form of email)satisfied.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)

Filings and Notifications; Cooperation. As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Legal Requirements, Buyer Sellers shall, and shall cause each Acquired Company and each of its their Related Persons to, make all filings and notifications required by Legal Requirements to be made by it them in connection with the Contemplated Transactions (including all filings under the HSR Act). Buyer Sellers shall, and shall cause each Acquired Company and each of its their Related Persons to, reasonably cooperate withwith Buyer, and timely respond to requests fromits Related Persons, Seller Parent, Seller, each Acquired Company, their Related Persons and their respective Representatives, Representatives (a) with respect to all filings and notifications that Seller Parent, Seller, any Acquired Company, Buyer or their its Related Persons shall be required by Legal Requirements to make in connection with the Contemplated Transactions; , (b) in identifying and obtaining the Governmental Authorizations required by Buyer to own and operate each Acquired Company from and after the Closing Date, and (bc) in obtaining all Material ConsentsConsents (including taking all actions reasonably requested by Buyer to cause early termination of any applicable waiting period under the HSR Act); provided, however, that Buyer Sellers shall not be required to cause any Acquired Company to dispose of of, or make any change to to, its business business, or incur any other material post-Closing obligation in order to comply with this Section 6.1. Xxxxx agrees not to contact any employee of the Acquired Companies, except after having first obtained written consent from Seller Parent or Seller (which may be in the form of email)6.3.

Appears in 1 contract

Samples: Purchase Agreement (Leggett & Platt Inc)

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