Common use of Regulatory and Other Authorizations; Notices and Consents Clause in Contracts

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental 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, (ii) cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to make promptly (but in no event later than five Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rohm & Haas Co), Stock Purchase Agreement (Dow Chemical Co /De/)

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Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each Party shall, and shall cause its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental 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, (ii) cooperate fully with the Seller other Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto Party agrees to to, and shall cause its respective Affiliates to, make promptly its respective legally applicable filing (or draft filing if required by the applicable Governmental Authority), but in no event later more than five seven (7) Business Days after following the date of this Agreement) its respective filing, if necessaryhereof, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is advisable with respect to the transactions contemplated by this Agreement Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) its respective filings and notifications, if any, under Act or any other applicable antitrust, competition, Antitrust Laws. Parent shall be responsible for all HSR Act or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvalsAntitrust Laws filing fees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CSS Industries Inc), Agreement and Plan of Merger (Ig Design Group Americas, Inc.)

Regulatory and Other Authorizations; Notices and Consents. (a) The Each of the Purchaser and the Seller shall (i) use its reasonable best efforts to, promptly obtain all authorizations, consents, orders and approvals of all Governmental 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, (ii) Agreement and the other Transaction Documents; cooperate fully with the Seller other party in promptly seeking to obtain all such authorizations, consents, orders and approvals approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to make to, and shall cause its respective Affiliates, as applicable, to, make, as promptly as practicable, (but A) in any event no event later than five ten Business Days after the date of this Agreement) , its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement or the other Transaction Documents and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable , and (but B) in no any event later than ten within 30 Business Days after the date of this Agreement) , its respective filings and notifications, if any, under pursuant to any other applicable antitrustAntitrust Law in the jurisdictions set forth on Section 7.1(b) of the Seller Disclosure Schedule with respect to the transactions contemplated by this Agreement, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the applicable antitrust, competition, or trade regulation Antitrust Law. The Purchaser will shall pay all filing fees with respect any filings required pursuant to HSR Act or make other payments to any Governmental Authority the Antitrust Laws in order to obtain any such authorizations, consents, orders or approvalsthe jurisdictions set forth in Section 7.1(b).

Appears in 1 contract

Samples: Sale, Purchase and Contribution Agreement (Albemarle Corp)

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser shall (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this AgreementAgreement and each Transaction Document, (ii) cooperate fully with the Seller Company in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party The parties hereto agrees agree to make promptly (but in no event later than five ten (10) Business Days after the date of this Agreement) its their respective filingfilings, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and each Transaction Document and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party The parties hereto agrees agree to make as promptly as practicable (but in no event later than ten fifteen (15) Business Days after the date of this Agreement) its their respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Appears in 1 contract

Samples: Purchase Agreement (WEB.COM Group, Inc.)

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of Parent and the Company shall use its respective reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental 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, ; (ii) cooperate fully with the Seller other in promptly seeking to obtain all such authorizations, consents, orders and approvals approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to make as promptly as practicable (but and, in any event, no event later than five (5) 52 Business Days after following the date of this Agreement) hereof), its respective filingfiling (or notification), if necessary, pursuant to the HSR Act and any other applicable antitrust, competition, or trade regulation Law with respect to the transactions contemplated by this Agreement Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) its respective filings Act and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will Parent shall pay all fees or make other payments required by applicable Law to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advance Auto Parts Inc)

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Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser Each of the parties hereto shall, and shall cause their respective Affiliates to, (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be are necessary or become necessary required for its the execution and delivery of, and the performance of its their respective obligations pursuant to, this Agreement, Agreement and the other Transaction Documents; (ii) cooperate fully with the Seller other party hereto in promptly seeking to obtain all such authorizations, consents, orders and approvals approvals; and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to to, and shall cause its respective Affiliates to, make promptly (but in no event later than five Business Days after the date of this Agreement) Agreement its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. Each party hereto agrees to to, and shall cause its respective Affiliates to, make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) Agreement its respective filings and notificationsnotifications (including any joint filings), if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will shall, and shall cause its Affiliates to, pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Trinseo S.A.)

Regulatory and Other Authorizations; Notices and Consents. (a) The Purchaser and the Seller shall each (i) use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this AgreementAgreement and the Ancillary Agreements, (ii) cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each party hereto agrees to make promptly (but in no event later than five ten (10) Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to Part IX of the HSR Competition Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Competition Act. Each party hereto agrees to make as promptly as practicable (but in no event later than ten Business Days after the date of this Agreement) its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law. The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

Appears in 1 contract

Samples: Purchase Agreement (Thomson Corp /Can/)

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