Third Party Consents; FTC Notification Sample Clauses

Third Party Consents; FTC Notification. Prior to the Closing, each of the Companies will use commercially reasonable efforts to obtain all consents required from third parties that are party to Contracts or Scheduled Leases to the Contemplated Transactions. To the extent required by law, each Seller shall file or cause to be filed promptly with the Federal Trade Commission (the "FTC") and the United States Department of Justice (the "Justice Department") all reports or other documents required to be filed by the Sellers under the HSR Act, concerning the transactions contemplated hereby, and to promptly comply with or cause to be complied with any requests by the FTC or Justice Department for additional information concerning such transactions, so that the waiting period specified in the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each Seller shall furnish or cause to be furnished to Buyer such information as Buyer reasonably requires for the purposes of performing Buyer's obligations under Section 5.1(b) hereof. All filing fees paid pursuant to the HSR Act will be paid by Buyer.
Sample 1
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Third Party Consents; FTC Notification. Prior to the Closing, the Company and its Subsidiaries will use commercially reasonable efforts to obtain all consents required from third parties that are party to Contracts with the Company or its Subsidiaries to the Contemplated Transactions. To the extent required by law, each Shareholder shall file or cause to be filed promptly with the Federal Trade Commission (the "FTC") and the United States Department of Justice (the "Justice Department") all reports or other documents required to be filed by a seller of voting stock under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the regulations promulgated thereunder (the "Act"), concerning the transactions contemplated hereby, and to promptly comply with or cause to be complied with any requests by the FTC or Justice Department for additional information concerning such transactions, so that the waiting period specified in the Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each Shareholder shall furnish or cause to be furnished to Buyer such information as Buyer requires for the purposes of performing Buyer's obligations under Section 5.1(b) hereof. All filing fees paid pursuant to the Act will be paid by Buyer.
Sample 1

Related to Third Party Consents; FTC Notification

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Third Party Approvals (a) Subject to the terms and conditions of this Agreement, Parent and the Partnership and their respective Subsidiaries will cooperate and use their respective commercially reasonable efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all Governmental Authorities and third parties necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. Each of Parent and the Partnership has the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties agrees to act reasonably and promptly. Each Party agrees that it will consult with the Other Parties with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the Other Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby.

  • Consents, etc Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12.

  • Governmental and Third Party Consents Except for filings as necessary to perform disclosure obligations required by stock exchanges, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any third party on the part of each Purchaser is required in connection with the consummation of the transactions contemplated by this Agreement or any other agreement contemplated hereby.

  • No Conflict; Required Consents Except for the Required Consents, all ------------------------------ of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the Company and the Stockholders to perform their respective obligations under this Agreement and to consummate the transactions contemplated thereby shall have been duly obtained, made or given and shall be in full force and effect, and all waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement, shall have terminated or expired.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • Regulatory Consents The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated.

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