Common use of Filings; Consents; Removal of Objections Clause in Contracts

Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto shall use their commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable commercial efforts to that end, including without limitation: (i) the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX" Xxx"), and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

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Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto shall use their commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable commercial best efforts to that end, including without limitation: (i) if applicable, the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust DivisionANTITRUST DIVISION") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 0000 (xxx "XXX" Xxx")as soon as practicable following the date hereof, and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gateway Distributors LTD)

Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto shall use their commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable timetime in accordance with the applicable provisions governing the time within which such transactions shall be completed, and they respectively agree to exert their reasonable commercial best efforts to that end, including without limitation: (i) if applicable, the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 0000 (xxx "XXX" Xxx")as soon as practicable following the date hereof, and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shumate Industries Inc)

Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto shall use their commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable commercial best efforts to that end, including without limitation: (i) the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust DivisionANTITRUST DIVISION") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XXX" Xxx") as soon as practicable following the date hereof (the filing fee for which shall be borne initially by Purchaser, PROVIDED, HOWEVER, that if the transactions contemplated by this Agreement are not consummated for any reason, then upon the termination of this Agreement the Company and the Shareholders jointly and severally agree to reimburse Purchaser for one-half of the filing fee), and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

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Filings; Consents; Removal of Objections. (a) Subject to the terms and conditions herein provided, the parties hereto Parties shall use their commercially reasonable best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert their reasonable commercial best efforts to that end, including without limitation, if required: (i) the filing with the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") all requisite documents and notifications in connection with the transactions contemplated hereby pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 0000 (xxx "XXX" Xxx")as soon as practicable following the date hereof, and to respond as promptly as practicable to all inquiries from the FTC or the Antitrust Division in connection therewith; (ii) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (iii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Delicious Brands Inc)

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