Consents and Authorizations; Regulatory Filings. Sellers will use commercially reasonable efforts to obtain, and will cause each of the Companies and the Subsidiaries to use commercially reasonable efforts to obtain, the required consents set forth on Schedule 5.5 attached hereto (“Required Consents”) and Governmental Authorizations necessary for the consummation of the transactions contemplated by this Agreement or that could, if not obtained, materially and adversely affect the conduct after Closing of the business of the Companies or any Subsidiary as it is currently conducted. Without limiting the foregoing, promptly after the date of this Agreement, Sellers will make, and will cause each of the Companies and the Subsidiaries to make, all filings and submissions required by them or it under the HSR Act, the FCC Rules, the MPUC Rules, the IUB Rules and any other Law applicable to Sellers, or the Companies or any Subsidiary, required for the consummation of the transactions contemplated by this Agreement requested to be filed by either of the Companies or Subsidiary, with the Sellers to be responsible for any filings with the MPUC. Sellers will use commercially reasonable efforts, and will cause the Companies to use commercially reasonable efforts, to obtain an early termination of the applicable waiting period under the HSR Act. Sellers will cooperate in all commercially reasonable respects with the Buyer and cause each of the Companies and Subsidiaries to cooperate in all commercially reasonable respects with Buyer with respect to any filings or submissions and will promptly inform Buyer of any communication from the Federal Trade Commission, Department of Justice, FCC, MPUC, IUB or any other Governmental Entity. Sellers will promptly comply with any request for additional information made by the relevant Governmental Entities, engage in good faith discussions and negotiations with the relevant Governmental Entities, and use commercially reasonable efforts to respond to any proceedings by the relevant Governmental Entities.
Consents and Authorizations; Regulatory Filings. Buyer will use commercially reasonable efforts to obtain all Consents and Governmental Authorizations necessary for the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, promptly after the date of this Agreement, Buyer will make all filings and submissions required by it under the HSR Act, the FCC Rules, the MPUC Rules, IUB Rules and any other Law applicable to Buyer required for the consummation of the transactions contemplated by this Agreement, with Buyer to be responsible for any filings with the IUB and FCC. Buyer will use commercially reasonable efforts to obtain an early termination of the applicable waiting period under the HSR Act. Buyer will cooperate in all commercially reasonable respects with the Sellers with respect to any filings or submissions and will promptly inform Sellers’ Representative of any communication from the Federal Trade Commission, Department of Justice, FCC, IUB, MPUC or any other Governmental Entity. Buyer will promptly comply with any request for additional information made by the relevant Governmental Entities, engage in good faith discussions and negotiations with the relevant Governmental Entities, and use commercially reasonable efforts to respond to any proceedings by the relevant Governmental Entities; provided, that Buyer will not be required to dispose of, hold separately or make any change in, any portion of its business or assets (or the business or assets of the Companies or any Subsidiary).
Consents and Authorizations; Regulatory Filings. Seller shall use its best efforts to obtain the necessary consents and approvals of other Persons that may be required to be obtained on their part to consummate the transactions contemplated by this Agreement.
Consents and Authorizations; Regulatory Filings. Buyer will use reasonable efforts to obtain the consents listed on Schedule 1.1(a) (the "Buyer Required Consents") and the approval of Amex with respect to the Purchase Consideration Shares. Without limiting the foregoing, no later than the fifth Business Day after the date of this Agreement, Buyer will make all filings and submissions with Amex and required by it under any Law applicable to Buyer required for the consummation of the transactions contemplated by this Agreement. Buyer will keep Seller reasonably advised of the status of obtaining such consents and approvals. Seller will use reasonable efforts to obtain the consents listed on Schedule 1.1(b) (the "Seller Required Consents"). Seller will keep Buyer reasonably advised of the status of obtaining such consents and approvals.
Consents and Authorizations; Regulatory Filings. The Company will obtain (at no cost or burden to Buyer), within 10 days after the date of this Agreement, all Consents and Governmental Authorizations (the “Required Consents”) necessary or reasonably desirable for the consummation of the transactions contemplated by this Agreement or that could, if not obtained, adversely affect the conduct of the business of the Company or any Subsidiary as it is conducted or proposed to be conducted, including those listed on Schedule 5.5. The Company will keep Buyer reasonably advised of the status of obtaining the Required Consents.
Consents and Authorizations; Regulatory Filings. (a) Shareholders will obtain, or will cause each of the Company and the Subsidiaries to obtain, all Consents and Governmental Authorizations required for the consummation of the transactions contemplated by this Agreement including those listed on Schedule 6.6 (the “Required Consents”). Shareholders will keep Buyer reasonably advised of the status of obtaining the Required Consents. Without limiting the foregoing, no later than the fifth business day after the date of this Agreement, Shareholders will make, and will cause each of the Company and the Subsidiaries to make, all filings and submissions required by them or it (if any) under any Law applicable to Shareholders, or the Company or any Subsidiary, required for the consummation of the transactions contemplated by this Agreement.
Consents and Authorizations; Regulatory Filings. Sellers will obtain, and will cause NCPS or NDVS to obtain, (at no cost or burden to Buyer) all Consents and Governmental Authorizations (the “Required Consents”) necessary or reasonably desirable for the consummation of the transactions contemplated by this Agreement or that could, if not obtained, adversely affect the conduct of the Business as it is conducted or proposed to be conducted, including those listed on Schedule 5.6, as promptly as practicable. Sellers will keep Buyer reasonably advised of the status of obtaining the Required Consents.
Consents and Authorizations; Regulatory Filings. The Company will use its commercially reasonable efforts to obtain, as soon as reasonably practicable after the date of this Agreement, all Consents and Governmental Authorizations (the "Required Consents") listed on Schedule 6.9. The Company and each Subsidiary will keep Buyer reasonably advised of the status of obtaining the Required Consents. Without limiting the foregoing, no later than the tenth day after the date of this Agreement, the Company will make, and will cause each of the Subsidiaries to make, all filings and submissions required by them or it under the HSR Act, the EU antitrust Laws and regulations and any other Law applicable to the Company or any Subsidiary required for the consummation of the Merger and the Transactions. The Company and each Subsidiary will use its commercially reasonable efforts to obtain an early termination of the applicable waiting period under, and will make any additional filings required pursuant to, the HSR Act and other applicable Laws.
Consents and Authorizations; Regulatory Filings. Parent will obtain and deliver at Closing, and will cause the Seller to obtain and deliver at Closing, all of the Consents and Governmental Authorizations listed on Schedule 6.1 (the “Required Consents”). Parent will obtain and deliver as promptly as possible after Closing all other Consents and Governmental Authorizations required by Buyer to continue operation of the Business, including the consents to the provider contracts, and other assigned contracts, set forth in Schedule 2.1(d). Parent and Seller shall repay, within 14 days of Closing, any and all amounts giving rise to any Permitted Encumbrance (the “Secured Obligations”), or otherwise obtain a release of such Permitted Encumbrance in a form satisfactory to Buyer, including UCC termination or release statements pertaining to liens and security interests constituting such Permitted Encumbrances.
Consents and Authorizations; Regulatory Filings. Seller and Guarantor will use their respective commercially reasonable efforts to obtain, and will cause the Company to use its commercially reasonable efforts to obtain, (at no cost to Buyer, Parent, Seller, Guarantor or the Company), as soon as reasonably practicable after the date of this Agreement, all Consents and Governmental Authorizations listed on Schedule 6.7 of the Disclosure Schedule (the “Required Consents”). The Company will keep Buyer reasonably advised of the status of obtaining the Required Consents.
