Regulatory and Other Authorizations; Consents Sample Clauses
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Regulatory and Other Authorizations; Consents. (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement.
(b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals.
(c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable ac...
Regulatory and Other Authorizations; Consents. (a) The Company, Parent and MergerCo shall use commercially reasonable efforts to obtain the authorizations, consents, orders and approvals necessary for their execution and delivery of, and the performance of their obligations pursuant to, this Agreement.
(b) The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law in connection with the transactions contemplated by this Agreement.
(c) Each of Parent and MergerCo shall use commercially reasonable efforts to assist the Company in obtaining the consents of third parties to complete the transactions contemplated by this Agreement, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the agreements with such third parties; provided that no party hereto shall be required to agree to any material increase in the amount payable or material decrease in the amount owed with respect thereto; and (iii) executing agreements to effect the assumption of such agreements on or before the Closing Date.
Regulatory and Other Authorizations; Consents. (a) Efforts. Each party hereto will use all commercially reasonable efforts ------- to obtain all authorizations, consents, orders and approvals of all federal, state and local regulatory bodies and officials that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals.
Regulatory and Other Authorizations; Consents. (a) Each of the Company and each Purchaser, individually and on its own behalf and not on behalf of any other Purchaser, agrees to use its reasonable best efforts to obtain all authorizations, consents, orders and approvals of all federal, state, local and foreign regulatory bodies (including without limitation the FCC) and officials that may be or become necessary for the performance of its obligations pursuant to this Agreement and to cooperate fully with the other parties in promptly seeking to obtain all such authorizations, consents, orders and approvals. To the extent required by law, each of the Company and MS agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within five Business Days of the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties shall cooperate with each other in connection with the making of all such filings or responses, including without limitation providing copies of all such documents to the non-filing or nonresponding party and its advisors prior to filing or responding. The parties hereto shall not take any action that shall have the effect of delaying, impairing or impeding the receipt of any required approvals. Notwithstanding anything to the contrary contained in this Agreement, neither MS nor the Company shall be required to sell or dispose of any assets or take any other action (other than the filing of the Notification and Report Form and the supply of additional information or documentation) in order to obtain approval or the expiration of the waiting period under the HSR Act.
(b) Each of the Company and each Purchaser, individually and on its own behalf and not on behalf of any other Purchaser, agrees to cooperate in obtaining any other consents and approvals which may be required in connection with the transactions contemplated by this Agreement.
Regulatory and Other Authorizations; Consents. (a) The Acquiror and the GE Parties shall use their commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of all federal, state, local and non-U.S. regulatory bodies and officials that may be or become necessary for their execution and delivery of, and the performance of their obligations pursuant to, and the consummation of the transactions contemplated by, the Transaction Agreements. The GE Parties will cooperate with the reasonable requests of the Acquiror in promptly seeking to obtain all such authorizations, consents, orders and approvals. Neither the GE Parties nor the Acquiror shall take any action that it should be reasonably aware would have the effect of delaying, impairing, impeding or frustrating the receipt of any required approvals.
(b) GE and the Acquiror each agree to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within 10 Business Days after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. In addition, each party agrees to make promptly any filing that may be required under any other antitrust or competition law or by any other antitrust or competition
Regulatory and Other Authorizations; Consents. (a) Each of the parties hereto shall use its commercially reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain any consents, approvals or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (iii) make all filings and give any notice, and thereafter make any other submissions either required or reasonably deemed appropriate by each of the parties, with respect to this Agreement and the transactions contemplated hereby required under any applicable Law.
(b) The parties hereto shall work closely and cooperatively and consult with each other in connection with the making of all such filings and notices, including by providing copies of all such documents to the non-filing party and its advisors a reasonable period of time prior to filing or the giving of notice. Each party hereto shall pay for its own filing fees and other charges arising out of the actions taken under this Section 5.5.
Regulatory and Other Authorizations; Consents. (a) The Company shall use its reasonable best efforts to obtain (or cause the Acquired Companies or Affiliated Property Owners, as applicable, to obtain) the authorizations, consents, orders and approvals listed on Schedule 3.6, and the Buyer shall cooperate fully with the Company in promptly seeking to obtain all such authorizations, consents, orders and approvals.
(b) The Buyer shall use its commercially reasonable efforts to assist the Company in obtaining the consents of third parties listed in Schedule 3.6, including (i) providing to such third parties such financial statements and other financial information as such third parties may reasonably request, and (ii) executing agreements to effect the assumption of such agreements on or before the Closing Date effective from and after the Closing Date.
Regulatory and Other Authorizations; Consents. (a) Each party hereto shall use its commercially reasonable efforts to obtain all approvals, certifications, waivers, authorizations, consents, orders and approvals of all third parties, Regulatory Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other parties hereto in promptly seeking to obtain all such approvals, certifications, waivers, authorizations, consents, orders and approvals (collectively, the “Approvals”).
(b) Upon the request of any party, the other party(ies) shall provide to such requesting party such reasonably requested information, reports, documentation, signatures and testimony that may be required in connection with obtaining any of the Approvals referenced herein.
Regulatory and Other Authorizations; Consents. Each party hereto will use commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of all Federal, state and local regulatory bodies and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten Business Days of the date hereof and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the receipt of any required approvals.
Regulatory and Other Authorizations; Consents. The Sellers shall use their reasonable best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities and any third Persons that may be or become necessary for the execution and delivery of, and the performance of the obligations pursuant to, this Agreement including for the transfer of all the Assets hereunder without any additional liability or obligation to the Purchaser, other than the liabilities to be borne by Purchaser in accordance with the last sentence of Section 2.1.1 up to the amount set forth therein, and will cooperate fully with the Purchaser and such Governmental Authorities and third Persons in promptly seeking to obtain all such authorizations, consents, orders and approvals, both before and after Closing. USDATA shall provide to the Purchaser, upon request, a duly executed undertaking to the OCS in the form of Exhibit 2.3.3(C) hereto. The Purchaser will, to the extent reasonably necessary, cooperate with Sellers with respect to the Sellers’ efforts to obtain the authorizations, consents, orders and approvals contemplated by this Section 5.9. In the event that under this Agreement, any authorizations, consents, orders and approvals are not a condition to the Closing, then Sellers shall continue to be bound by this Section 5.9 after the Closing in order to obtain the foregoing as soon as reasonably possible after the Closing.