Common use of Regulatory and Other Approvals Clause in Contracts

Regulatory and Other Approvals. Seller shall (and shall cause its Affiliates, as necessary, to), as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with any other Person required of Seller or an Affiliate to consummate the transactions contemplated hereby (including any consents required to assign any Contracts, including Land Contracts, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; and (c) provide reasonable cooperation to Purchaser in connection with the performance of its obligations under Section 6.01. Seller will provide prompt notification to Purchaser when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Otter Tail Corp), Purchase and Sale Agreement (Otter Tail Corp)

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Regulatory and Other Approvals. Seller shall (Sellers will, and shall will cause its Affiliates, as necessary, the Company to), as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all written notices to Governmental or Regulatory Authorities or any other Person required of Seller Sellers or an Affiliate the Company to consummate the transactions contemplated hereby (including any consents required to assign any Contractshereby, including Land Contractswithout limitation those described in Sections 2.05 and 2.06 of the Disclosure Schedule, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Purchaser or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; therewith and (c) provide reasonable cooperation to cooperate with Purchaser in connection with the performance of its obligations under Section 6.01Sections 5.01 and 5.02. Seller Sellers will provide prompt notification to Purchaser when any such consent, approval, action, filing or written notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)

Regulatory and Other Approvals. Seller shall (and shall cause its Affiliates, as necessary, to), Purchaser will as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller or an Affiliate Purchaser to consummate the transactions contemplated hereby (including any consents required to assign any Contractsand by the Operative Agreements, including Land Contractswithout limitation those described in Schedules 3.03 and 3.04 hereto, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Sellers or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; therewith and (c) provide reasonable cooperation to Purchaser cooperate with Sellers, the Company and the Subsidiaries in connection with the performance of its their obligations under Section 6.01Sections 4.01 and 4.02. Seller Purchaser will provide prompt notification to Purchaser Sellers when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Sellers of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Appears in 2 contracts

Samples: Stock Purchase Agreement (AerCap Holdings N.V.), Stock Purchase Agreement (Viewpoint Corp)

Regulatory and Other Approvals. Seller shall (The Company shall, and shall cause its Affiliatesprocure each other Group Company, as necessary, the Subsidiaries and the Founder to), as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all notices to Government Authorities or any other Person required of Seller the Company and the Founder, each other Group Company or an Affiliate any Subsidiary to consummate the transactions contemplated hereby (including any consents required to assign any Contractsand by each other Transaction Document, including Land Contracts, to Purchaser); those described in Section 3.7 of the Disclosure Schedule and (b) provide such other information and communications to such Governmental or Regulatory Government Authorities or other Persons as Aegis or such Governmental or Regulatory Government Authorities or other Persons may reasonably request in connection therewith; . The Company, Merry Circle and (c) provide reasonable cooperation the Founder shall, and shall procure each other Group Company to Purchaser in connection with the performance of its obligations under Section 6.01. Seller will provide prompt notification to Purchaser Aegis when any such consent, approval, action, filing or notice referred to in clause subsection (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Aegis of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Government Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any other Transaction Document.

Appears in 2 contracts

Samples: Share Subscription Agreement (Charm Communications Inc.), Share Subscription Agreement (Charm Communications Inc.)

Regulatory and Other Approvals. Seller shall (and shall cause its Affiliates, as necessary, to), Purchaser will as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller or an Affiliate Purchaser to consummate the transactions contemplated hereby (including any consents required to assign any Contractsand by the Transaction Documents, including Land Contractswithout limitation those described in Schedules 3.03 and 3.04 hereto, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Seller or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; therewith and (c) provide reasonable cooperation to Purchaser cooperate with Seller, the Company and the Subsidiaries in connection with the performance of its their obligations under Section 6.01Sections 4.01 and 4.02. Seller Purchaser will provide prompt notification to Purchaser Seller when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Seller of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metacreations Corp)

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Regulatory and Other Approvals. Seller shall (The Shareholders and shall the Company will, and will cause its Affiliates, as necessary, the Subsidiaries to), as promptly as practicable (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller any such Shareholder, the Company or an Affiliate any Subsidiary to consummate the transactions contemplated hereby (including any consents required to assign any Contractshereby, including Land Contractsthose described in the Disclosure Schedule, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; therewith and (c) provide reasonable cooperation to Purchaser Atmos in connection with the performance of its obligations under Section 6.01Sections 7.01 and 7.02. Seller Shareholders will provide prompt notification to Purchaser Atmos when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Atmos of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Atmos Energy Corp)

Regulatory and Other Approvals. Seller shall (The Shareholders and shall cause its Affiliates, as necessary, to)the Company will, as promptly as practicable practicable, (a) take all commercially reasonable steps necessary or desirable to obtain all Governmental Approvals, the Required Governmental Approvals and all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Seller the Shareholders or an Affiliate the Company to consummate the transactions contemplated hereby (including any consents required to assign any Contractsand by the Operative Agreements, including Land Contractswithout limitation those described in Sections 5.04 and 5.05 of the Disclosure Schedule, to Purchaser); (b) provide such other information and communications to such Governmental or Regulatory Authorities or other Persons as Parent or such Governmental or Regulatory Authorities or other Persons may reasonably request in connection therewith; therewith and (c) provide reasonable cooperation to Purchaser cooperate with Parent in connection with the performance of its obligations under Section 6.01Sections 8.01 and 8.02. Seller The Shareholders will provide prompt notification to Purchaser Parent when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Purchaser Parent of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental or Regulatory Authority or other Person regarding any of the transactions contemplated by this AgreementAgreement or any of the Operative Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graham Field Health Products Inc)

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