Required Governmental Authorizations Sample Clauses

Required Governmental Authorizations. All Required Governmental Authorizations set forth on Exhibit D shall have been received.

Required Governmental Authorizations. Buyer, Sellers and their respective Affiliates shall have obtained the Governmental Permits, waivers and expirations set forth on Schedule 6.4 (the “Required Governmental Authorizations”).

Required Governmental Authorizations. (a) From the Effective Date through the Closing or termination of this Agreement, Buyer will: (i) use its commercially reasonable efforts to obtain, as promptly as practicable, all Required Governmental Authorizations required of Buyer to consummate the Transactions and (ii) reasonably assist and cooperate with Sellers in Sellers’ obtaining, as soon as practicable, the Required Governmental Authorizations required of Sellers to consummate the Transactions. (b) Notwithstanding the generality of Section 5.2(a), Buyer shall (i) comply at the earliest practicable date with any request for additional information received by Buyer or Buyer’s Affiliates from any Governmental Entity pursuant to applicable Law, (ii) subject to applicable Law, consult and cooperate with Sellers, and consider in good faith the views of Sellers, in connection with any analyses, appearances, substantive discussions, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with Proceedings under or relating to antitrust Law and in connection with resolving any investigation or other inquiry concerning the Transactions commenced by any Governmental Entity, (iii) promptly notify Sellers of any written communication made to or received by Buyer from any Governmental Entity regarding any of the Transactions and, subject to applicable Law, permit Sellers (or their counsel on an outside-counsel basis) to review and comment in advance on any proposed written communication to the Governmental Entity, incorporate Sellers’ reasonable comments into such proposed written communications to the Governmental Entity and permit Seller to participate in any oral communications and meetings with a Governmental Entity, and (iv) not enter into any agreement or understanding with the Governmental Entity without consulting with and incorporating the views of Sellers. Notwithstanding the foregoing or any other term herein, “commercially reasonable efforts”, as used in this Section 5.2, shall not be interpreted to obligate Buyer or its Affiliates to defend or prosecute through any litigation any claim asserted in court by any Person, including any Governmental Entity, in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary, or permanent) that would prevent the Closing. Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating ...

Required Governmental Authorizations. All Required Governmental Authorizations have been received.

Required Governmental Authorizations. Buyer, Sellers and their respective Affiliates shall have obtained the Required Governmental Authorizations.