Initial Submissions. Seller and Buyer shall prepare and file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of Seller, on the one hand, and Buyer, on the other hand, shall make, and cause their respective Affiliates to make, their respective filing (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) Business Days after the Execution Date, (B) pursuant to all applicable Antitrust Laws (other than the HSR Act) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (D) in order to maintain, obtain, reissue or, to the extent permissible, transfer all Material Permits as promptly as reasonably practicable after the Execution Date. Whether or not the Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller and Buyer shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, any Material Permit or any expiration or termination of a waiting period.
Appears in 1 contract
Sources: Equity Purchase Agreement (Baxter International Inc)
Initial Submissions. Seller Sellers and Buyer Buyers shall prepare and file, and shall cause their respective Affiliates to prepare and file, as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of SellerSellers, on the one hand, and BuyerBuyers, on the other handother, shall make, and cause their respective its Affiliates to make, their its respective filing (A) pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than fifteen (15) 10 Business Days after the Execution Date, (B) pursuant to all applicable Antitrust Laws (other than the HSR Act) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, Date and (D) in order to maintain, obtain, reissue or, obtain any Permits required with respect to the extent permissibleTransactions in respect of any state-level Permits, transfer all Material Permits licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions or Orders necessary to conduct the Business as promptly as reasonably practicable after the Execution DateDate and Sellers shall, and shall cause each of their Subsidiaries to, reasonably cooperate in executing notices, and executing powers of attorney or management service agreements in connection therewith. Whether or not the Transactions are consummated, Buyer Buyers shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller Sellers and Buyer Buyers shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, obtain any Material Permit or any expiration or termination of a waiting period.
Appears in 1 contract
Sources: Equity Purchase Agreement (Baxter International Inc)
Initial Submissions. Seller Subject to Section 10.5, AT&T and Buyer shall prepare and fileshall, and shall cause their respective Affiliates to to, prepare and file, file as promptly as reasonably practicable all documentation to effect all necessary or advisable notices, reports and other filings and to obtain as promptly as practicable all Permits permits, clearances, and approvals necessary or advisable to be obtained from any Governmental Entity (including any filings with State and Local Operating Authorities with jurisdiction to grant or otherwise oversee state and local operating authority for businesses offering video and audio services) in order to consummate the TransactionsTransactions or operate the Business from and after the Closing. Without limiting the foregoingforegoing sentence, each of Seller, on the one handAT&T and Buyer shall, and Buyer, on the other hand, shall make, and cause their respective Affiliates to, make, or cause the applicable Person to make, their its respective filing pursuant to (A) the HSR Act, if applicable, with respect to the Transactions, and (B) all applications required to be filed with respect to the FCC Licenses, in each case, as promptly as reasonably practicable after the Execution Date (and in any event no later than 14 days after the Execution Date) and prior to Buyer or the Company making any corresponding filings with respect to the Denver Transaction; provided, that any failure to make such filings within 14 days after the Execution Date shall not constitute a breach of this Agreement so long as such filings are made as promptly as reasonably practicable thereafter; provided, further, that 21 days after the Execution Date, so long as Buyer has made its completed filing pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after Transactions, the Execution Date and no later than fifteen (15) Business Days after parties to the Execution Date, (B) Denver Transaction may make any filings pursuant to all applicable Antitrust Laws (other than the HSR Act) Act and all applications required to be filed with the FCC with respect to the Transactions as promptly as reasonably practicable after the Execution DateDenver Transaction, (C) pursuant to all applicable Foreign Investment Laws and the FSR (if applicable) with respect to the Transactions as promptly as reasonably practicable after the Execution Date, and (D) in order to maintain, obtain, reissue or, to the extent permissible, transfer all Material Permits as promptly as reasonably practicable after the Execution Date. Whether or which shall not the Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees), and Seller and Buyer shall each be responsible for their own legal, economist and other professional fees incurred in order to maintain, obtain, reissue or transfer, as applicable, any Material Permit or any expiration or termination constitute a breach of a waiting periodthis Agreement.
Appears in 1 contract